TERMS OF SERVICE

Last Modified: May 1, 2024

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.

These Terms of Service are entered into by and between you (“you” or “Customer”) and FluentStream Technologies, LLC (“FluentStream,” “we,” or “us”) and constitute a legal contract between you and FluentStream regarding your use of the Services (as defined herein). The terms and conditions herein, together with any Customer Service Orders (as hereinafter defined), addenda, policies or other documents or terms that these terms and conditions expressly incorporate by reference, including without limitation the Emergency Services Policy and Acknowledgment – 911 Notice and Disclosure posted in FluentStream’s online “Legal Center” at https://www.fluentstream.com (the “E911 Policy”), as the same may be amended from time to time, and, if applicable, the Business Associate Agreement available at https://www.fluentstream.com (collectively, the “Agreement”) govern your access to and use of the FluentStream services, platform, websites, hardware sales and leases, data storage, communication software, phone, voice conferencing, video conferencing, reporting, voice products and services, and all related support, including any content, functionality, and other services offered, whether as a guest or a registered user. FluentStream may have different roles with respect to different types of users of the FluentStream website and Services, and “you” and “Customer” as used in this Agreement will apply to the appropriate type of user under the circumstances. If you are entering into this Agreement on behalf of a company, entity, or organization, then “you” refers to you and your entity.

Please read this Agreement carefully. By registering for and/or accessing, browsing, using or subscribing to the Service, executing or accepting a FluentStream agreement, executing a third-party service agreement that FluentStream purchased, or by executing a sales order or similar document directly with FluentStream or indirectly with a FluentStream distribution partner (“Customer Service Order”) or otherwise affirmatively manifesting your intent to use the Service, you signify that you have read, understood, accept, and agree to be bound and abide by this Agreement. If you do not want to agree to this Agreement, you must not access or use the Services.

If you are using or opening an account with FluentStream on behalf of a company, entity, or organization, then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to this Agreement; (ii) have read this Agreement and the related documents incorporated herein; (iii) understand this Agreement, and (iv) agree to this Agreement on behalf of such entity.

NOTICE TO CUSTOMERS UNDER ACQUIRED ACCOUNTS: If you entered into a contract or account with a reseller or other third party and you have been notified that your contract or account has been acquired by FluentStream (an “Acquired Contract”), the provisions of the Acquired Contract will remain in force and effect for a “Transition Period,” which shall continue from the date on which the Acquired Contract was acquired by FluentStream until the later of (a) the end of the current term of the Acquired Contract at the time of acquisition, exclusive of any renewals or extensions, or (b) the date on which FluentStream notifies you that your services have been fully migrated to FluentStream’s platform; provided that FluentStream may, upon notice to you and in its sole discretion, elect to retain certain terms and conditions of your Acquired Contract in force and effect (“Retained Terms”) after the Transition Period. During the Transition Period, the Acquired Contract will govern your Services; provided that (a) certain terms related to FluentStream’s billing and support processes, and the terms in Section 7 hereof governing prohibited conduct, will apply during the Transition Period; (b) if you order additional Services or Equipment during the Transition Period, this Agreement will apply to such additional Services and Equipment; and (c) if the Acquired Contract is silent on a matter addressed in this Agreement, this Agreement shall control. Following the Transition Period, this Agreement will govern your receipt of the Services, except for any Retained Terms. Without limiting the generality of the foregoing, if your Acquired Contract provides for a fixed term and renewals thereof, then such fixed term and renewals will be Retained Terms and will remain applicable to your Service following the Transition Period; provided that the provisions of this Agreement (including without limitation those concerning termination and termination penalties) shall apply to your Services.

1.

Definitions. Capitalized terms not otherwise defined in this Agreement will have the
meanings attributed to them in this Section. Unless context clearly requires otherwise, the singular of any term
includes the plural and vice versa, and terms of any gender include all other genders.

“Customer Premises” means the physical office location or registered agent address of the Customer. This shall
not be a mailing address or post office box, nor does it necessarily constitute a registered location for
purposes of the E911 Policy. This does not include the location of any remote workers. Customer agrees to
immediately notify FluentStream of any changes to this address.

“End User” means any party using or accessing the Services or Equipment under Customer’s account, including
without limitation employees, customers and invitees of Customer.

“End Points” means a point through which any End User might access and/or use the Services, including without
limitation all Equipment, all softphones, FluentStream’s mobile and web applications, and all devices or VoIP
infrastructure on which any softphone or other application is installed or through which the Services may be
accessed or used.

“Equipment” means any hardware furnished to Customer by FluentStream in connection with the delivery of
Services, including without limitation, telephones (including without limitation desk phones, portable phones
and smartphones), routers, analog adapters, and other SIP related devices.

“Force Majeure” means any event, condition or circumstance beyond a Party’s reasonable control, including
without limitation acts of God, flood, natural disaster, weather conditions, regulation or governmental acts,
fire, civil disturbances, strike, pandemic disease (including without limitation, COVID-19), military action,
cyber warfare or acts of terrorism.

“Regulatory Fees” mean (a) any fees imposed by the Federal Communications Commission or other federal, state or
local regulatory agency with jurisdiction over the Services, including without limitation, federal and any
applicable state Universal Service Funds, and (b) a regulatory cost recovery fee, which FluentStream may (but is
not required to) impose in order to offset costs it incurs in complying with obligations imposed by, and
inquiries made by, federal, state, and municipal regulatory bodies/governments and related legal and billing
expenses.

“Services” means all services provided by FluentStream to the Customer including FluentStream’s platform,
websites, subscriptions, data storage, communication software, voice conferencing, video conferencing, reporting
as well as such other cloud-based software or telephony services or other products or services as FluentStream
may offer from time to time.

“Taxes” mean all legally required taxes, including without limitation any state or local sales, excise, use
and/or other taxes and fees which may be levied upon the Services or Equipment.

2.License Grant and Proprietary Rights.
- 2.1
  Subject to the terms and conditions of this Agreement, FluentStream hereby grants to you a limited,
  non-exclusive, personal, non-transferable, and revocable right to access and use the Services during the
  Term in the manner contemplated by this Agreement solely for your internal business purposes. You shall
  have no right to sublicense or resell the Service or any component thereof. FluentStream or its service
  providers, as applicable, retain ownership of all intellectual property and other proprietary rights in
  the Services and in all trade names, trademarks, service marks, logos, and domain names (“FluentStream
  Marks”) associated or displayed with the Services. You may not frame or utilize framing techniques to
  enclose any FluentStream Marks, or other proprietary information (including images, text, page layout,
  or form) of FluentStream, nor may you use any meta tags or any other “hidden text” utilizing
  FluentStream Marks, without FluentStream’s prior written consent. You may not post, modify, distribute,
  or reproduce in any way material subject to copyright, trademark, rights of publicity, or other
  proprietary or intellectual property rights without first obtaining the express written consent of
  FluentStream or such other owner of such rights, as applicable.
- 2.2
  Customer hereby grants to FluentStream a royalty-free, non-exclusive license, during the Term, to use
  Customer’s trade name(s) and logo(s) on FluentStream’s website and in FluentStream’s marketing
  materials, to identify Customer as a customer of FluentStream and/or the Services.
- 2.3From time to time, Fluentstream may use generative artificial intelligence ("AI"), large language models ("LLM") or similar technologies in order to enhance the capabilities or user experience of our Services and/or website, or to offer such technologies as or incorporate them into Service offering(s). Customer hereby authorizes Customer's communications, messages, and information provided or transmitted by Customer through or in connection with the Services and/or the website, to train such generative AI, LLMs or similar technologies. Customer hereby grants to FluentStream a worldwide, royalty-free, non-exclusive, perpetual license to store, use, display, perform or create derivative works of Customer's communications, messages and information, including without limitation, prompts used by Customer, for the purpose of operating, maintaining, training or using gerative AI, LLM or similar technologies used by FluentStream or incorporate into FluentStream's Services and/or website. Customer represents and warrants to FluentStream that Customer has the right to grant the license provided for in this Section
- 2.4Except as otherwise expressly set forth in this Agreement or other license, FluentStream or its vendors or licensors, as the case my be, retain all intellectual property rights in all software, firmware, processes, AI, LLM and similar technologies provided or used in connection with the Services, and all copies, modifications and derivative works thereto, including without limitation any AI or LLM training datasets whether created with or without Customer's information.

3.
Updates and Changes. We may revise, update, or otherwise change this Agreement, and any
of the policies and agreements incorporated herein by reference, from time to time in our sole discretion. When
we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page.
All changes are effective immediately when we post them and apply to all access to and use of the Services
thereafter. You are expected to check this page periodically so that you are aware of any changes, as they are
binding on you. If any revision is unacceptable to you, your only remedy is to terminate your use of the
Services. Your continued use of the Services following the posting of the revised Agreement constitutes your
acceptance of the modified terms and revised Agreement. If you have provided us with an email address, we may
make commercially reasonable efforts to provide you with email notice informing you that this Agreement has
changed, but such notice shall be for convenience only and shall not be required for the effectiveness of the
changes. If you do not agree to the revised terms of the Agreement, you must immediately stop using the Services
and notify FluentStream of your desire to terminate, subject to the terms and conditions of Section 8. Continued
use of the Service after the revised Agreement shall be deemed confirmation of your acceptance of the revised
terms and agreement to be bound by all such revisions

4.
End Users. You are responsible for the activities of all End Users who access or use the
Services through your account, and you agree to ensure that any such user will comply with the terms of this
Agreement.

5.

Trial Period; Payment. If you are a party to an Acquired Contract, Sections 5.3 through
5.5 below shall apply to your Services during the Transition Period.

5.1
30-Day Initial Service Period.
For new Customers located in the U.S. or Canada, FluentStream offers an introductory period which starts
on the earlier of (i) the Service commencement date or (ii) the date of your Customer Service Order, and
continues for a period of thirty (30) calendar days (“Initial Period”). Notwithstanding the foregoing,
if the Service you ordered is, or may be subject to, Usage Fees (as defined below), you may be required
to provide FluentStream with a valid payment method and authorize recurring electronic payments, make a
non-refundable deposit and/or to make such other payment arrangements for Usage Fees as FluentStream may
require. If you do not wish to continue the Services after the Initial Period, you may terminate the
Agreement and, if applicable, receive a refund of any advance payment (other than a non-refundable
deposit), less any Usage Fees (as defined below), by providing written notice to FluentStream prior to
the expiration of the Initial Period. Usage Fees are not included in the Initial Period and will be
billed on the following billing cycle. For purposes of this Section 5.1, a new Customer is one who (a)
has not ordered or subscribed to any FluentStream Services for at least twenty-four (24) calendar months
preceding the date of the Customer Service Order for which Customer claims eligibility for an Initial
Period, and (b) is not a party to an Acquired Contract.
5.2
Fixed Fees; Usage Fees.
- 5.2.1
  Unless otherwise agreed in a Customer Service Order Acquired Contract, all fees for Services and
  Equipment will be billed in U.S. dollars and are subject to change in FluentStream's sole
  discretion. Current fees for Services and Equipment will be specified in the Customer Service
  Order, or, in FluentStream's discretion, may be posted at www.fluentstream.com from time to
  time. FluentStream may, but shall not be obligated to, post advance notice of a fee increase on
  its website.
- 5.2.2
  You shall pay fixed user, plan or subscription fees monthly applicable to your Services and/or
  Equipment (collectively, the “Subscription Service Fee(s)”) as specified in an applicable
  Customer Service Order, plus all applicable Taxes and Regulatory Fees, in advance. The
  Subscription Service Fee for the first month’s Service will be invoiced during that month and
  payable immediately. The Subscription Service Fee will be prorated at the number of calendar
  days remaining in the month if Services do not commence on the first calendar day of that month.
  Thereafter, Customer shall pay the Subscription Service Fee in advance pursuant to Section 5.3.
  If Customer upgrades, uses or consumes Services or features that are not included in Customer’s
  Subscription Service Fees as previously invoiced, FluentStream may increase Customer’s
  Subscription Service Fees to reflect the current retail rates associated with the plan or
  subscription features Customer is using. Features included with each plan or subscription can be
  found at www.fluentstream.com.
- 5.2.3
  In addition to the applicable Subscription Service Fee, you are also responsible for variable charges for the following: (i) calls under any usage-based plan; (ii) international calls, inbound toll-free calls, SMS/MMS, and calls to high rate rural areas; (iii) directory assistance; (iv) call recording; (v) data storage and any other variable or non-recurring charges or fees for services not specifically included in the Subscription Service Fees (the foregoing collectively, “Usage Fees”), and associated Taxes and Regulatory Fees. The Trial Period does not apply to Usage Fees, and you are responsible for all Usage Fees accrued during the Trial Period, which Usage Fees shall not be refunded. Usage Fees for voice Services are computed in full-minute increments, rounded up, based on Customer’s use and other variable factors at the per-minute rate current at the time of the call, and shall be payable monthly in arrears for use incurred prior to a cut-off date selected by FluentStream. Usage Fees for non-voice Services and the method for computing the same shall be specified in the applicable Customer Service Order.
5.3
Payment Processing.
- 5.3.1
  Customer shall make all payments hereunder in U.S. dollars. You must provide a valid email
  address and electronic payment method to FluentStream for payment processing, and you are
  required to notify FluentStream immediately if your email address or payment method changes or
  expires. By providing a valid electronic payment method, Customer authorizes FluentStream to
  automatically charge such electronic payment method for Subscription Service Fees, Usage Fees,
  Taxes and Regulatory Fees invoiced to Customer no earlier than the second (2nd) business day
  following FluentStream’s electronic transmission of the invoice to Customer’s email address on
  file. Without limiting the generality of the foregoing, if you are a Customer under an Acquired
  Contract and had provided electronic payment information to your previous provider, your
  continued use of the Services constitutes your consent to FluentStream charging such payment
  method. If FluentStream has to process Customer’s paper check for payment, FluentStream may
  charge a check processing fee equal to fifteen ($15) U.S. dollars, which fee may be placed on
  the Customer’s next monthly invoice or invoiced separately, in FluentStream’s sole discretion.
- 5.3.2
  We will make commercially reasonable efforts to deliver monthly invoices to you via electronic
  delivery, and you agree that no paper statements will be mailed to you. Invoiced amounts will
  include the Subscription Service Fee plus any Usage Fees. All fees, except Usage Fees, are
  billed in advance. Usage Fees are billed in the month after they are incurred. Customer agrees
  to pay for all set-up fees and any advance fees required for Equipment upon FluentStream’s
  acceptance of the Customer Service Order. Invoices for Subscription Service Fees are for your
  convenience only. You are not relieved of your obligation to pay Subscription Service Fees in
  the event that you do not receive an electronic invoice, and payment for all fees will be
  processed automatically in accordance with Section 5.3.1.
5.4
Late Payment; Interest. Payment shall be considered late if not received by
FluentStream by the due date on the invoice delivered to Customer. Except as otherwise specified in
Section 5.1, all payments, including those paid in advance, are non-refundable. If payment is overdue by
ten or more days, FluentStream may suspend or terminate any portion or all of the Services until such
amounts are paid in full, and if such late payment continues for 30 days or more, FluentStream may
charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded
monthly or, if lower, the highest rate permitted under applicable law. The preceding shall in no way
limit FluentStream’s other rights and remedies available under this Agreement or at law. In the event
that payment is returned due to insufficient funds, Customer shall pay a processing fee for the return
of funds. Customer shall reimburse FluentStream for all reasonable costs incurred by FluentStream in
collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency
fees. Your obligation to pay any outstanding balance shall survive the termination or cancellation of
Services and the termination or expiration of this Agreement.
5.5
Taxes. The price for Services does not include any custom duties, Taxes or
Regulatory Fees. Customer is responsible for all Taxes and Regulatory Fees due on or related to the
amounts payable by Customer hereunder, other than any taxes imposed on FluentStream’s income.
FluentStream may invoice Taxes to Customer unless Customer provides FluentStream with an appropriate
exemption certificate, updated annually.
5.6
Credit Inquiries. You authorize FluentStream to: (a) make inquiries and receive
information about Customer’s credit history; (b) store this information in your Customer file; and (c)
disclose such information to appropriate third parties for reasonable business purposes. FluentStream
reserves the right, in its sole discretion, to refuse to provide Service based upon creditworthiness, or
alternatively, to require you to pay a deposit in order to receive Services. Such security deposit will
be returned to you, without interest, upon the expiration or termination of Services, provided that all
amounts due hereunder to FluentStream have been paid in full. FluentStream shall have the right to use
the security deposit, in part or in full, to offset any of your unpaid amounts due to FluentStream
hereunder
5.7
Promotions and Discounts. FluentStream may offer initial discounts for Equipment
or Services in its discretion. If you decide to cancel or suspend your Services within the first year of
your initial service period, you automatically forfeit all discounts and promotions, and you will be
responsible for the Services used at their current rate. Further, if you are provided with free or
discounted non-leased Equipment and your Services are canceled or suspended during the first year of
service (from the date of your first invoice), you agree to return the free or discounted phone within 5
business days or pay the full retail price for each free or discounted device as of the date of the
applicable Customer Service Order. You acknowledge and agree that FluentStream may charge your credit
card on file or take other corrective action as FluentStream deems necessary to enforce and ensure
compliance with these terms.

6.Services; Equipment.
- 6.1
  Orders. (a) Customer shall place a Customer Service Order for Services and/or
  Equipment, via a customer portal accessible from FluentStream’s website at www.fluentstream.com, or by
  submission of an executed order form provided or approved by FluentStream. Customer Service Orders will
  be effective upon Customer’s submission of a signed Customer Service Order unless rejected by
  FluentStream. FluentStream may reject a Customer Service Order in whole or in part upon notice to
  Customer, and any Customer Service Order or portion thereof rejected by FluentStream shall be void and
  of no force or effect. If FluentStream agrees to terms or conditions in a Customer Service Order that
  are in addition to or differ from the terms and conditions in this Agreement, FluentStream shall
  explicitly so state in its acceptance of the Customer Service Order or other written communication
  executed by FluentStream. FluentStream shall be under no obligation to accept any additional or
  different terms or conditions, and no such terms or conditions in a Customer Service Order shall be
  effective unless explicitly agreed by FluentStream in accordance with this Section.
  
  (b) If the Services ordered by Customer consist of a system incorporating multiple lines, telephone
  numbers or “seats,” then Customer will be responsible for directing the configuration of the multiline
  or multi-seat Service ordered by Customer. Customer’s obligations shall include, without limitation, (a)
  designating one or more administrators who are authorized to order seats, lines or other modifications
  to the Service, or to reconfigure Equipment used with the Service; (b) determining the number of lines,
  seats and or DID numbers required for Customer’s needs, the assignment and re-assignment of lines, seats
  and/or DID numbers among its End Users, changes in the number, location or other characteristics of
  lines or seats required; (c) designating a location to receive notification when a 911 call is placed
  using the Service, as described in the E911 Policy; and (d) the day-to-day operations of the Service.
  Customer shall provide such information related to the foregoing as is necessary or reasonably requested
  by FluentStream to install the Services in accordance with Customer’s requirements and to provide the
  Services.
- 6.2
  System Requirements. Use of the Services requires one or more compatible devices,
  Internet access, certain software, and may require obtaining updates or upgrades from time to time.
  Because use of the Service involves hardware, software, and Internet access, your ability to access and
  use the Services may be affected by the performance of any or all of these factors. You acknowledge and
  agree that you are responsible for ensuring that your systems and equipment meet or exceed the system
  requirements, which may be changed from time to time.
- 6.3
  Equipment. All Equipment, unless purchased by Customer, shall be the property of
  FluentStream. Unless otherwise agreed, you will lease Equipment from FluentStream in accordance with the
  terms of the Equipment Addendum available in the Legal Center at www.fluentstream.com. Upon Customer
  request, FluentStream may, but shall not be required to, permit Customer to provide its own equipment in
  lieu of obtaining Equipment from FluentStream. If Customer wishes to use any equipment with the Services
  other than Equipment provided by FluentStream, Customer shall so request in writing, and shall provide
  FluentStream with the manufacturer, make and model of all equipment Customer proposes to use, the number
  of units, whether such equipment is new or used, the technical specifications of such equipment, and
  such other information as FluentStream may request. FluentStream may approve or reject any or all such
  equipment in its sole discretion. Notwithstanding any approval by FluentStream, FluentStream shall have
  no responsibility or liability for the installation, configuration, operation, management or maintenance
  of such equipment; any incompatibility of such equipment with any Service; or any service errors,
  service level failures or other Service issues to the extent arising from or related to the use of such
  equipment. If you are a party to an Acquired Contract, you may continue to use equipment used with your
  previous provider’s services during the Transition Period; provided, that any equipment to be obtained
  or installed following the date of FluentStream’s acquisition of your Acquired Contract shall be subject
  to this Section.
- 6.4International, Toll-Free, and SMS & MMS.
  - 6.4.1
    Toll-Free Calls. Toll-free numbers are only able to receive calls from
    the US and Canada. Incoming calls to toll-free numbers from Canada are initially disabled by
    default and incur a per minute charge. Please contact a FluentStream representative to enable
    inbound toll-free calls from Canada. Rates for inbound toll free calls are subject to change,
    and new rates will become automatically effective upon posting to our website. Inbound toll free
    calls shall be billed based upon the most current set of rates. You may contact a FluentStream
    representative to review updated rates at any time. Usage is billed in full-minute increments,
    and actual usage is rounded up to the next full increment at the end of each call for billing
    purposes.
  - 6.4.2
    International Calls. International calling is initially disabled. Please
    contact a FluentStream representative to enable international calling, which may require
    Customer to adopt additional security measures, such as the use of special passcodes.
    FluentStream will provide Customer with a list of international use rates at the time of
    international calling setup. Rates for international calls are subject to change, and new rates
    will become automatically effective. International calls shall be billed based upon the most
    current set of international rates. You may contact a FluentStream representative to review an
    updated international rate sheet at any time. Usage is billed in full-minute increments, and
    actual usage is rounded up to the next full increment at the end of each call for billing
    purposes.
  - 6.4.3
    SMS & MMS. Short messaging service (“SMS”) and multimedia messaging
    service (“MMS”) allows two-way text conversations. SMS & MMS are features available at specific
    user levels and can only be sent and/or received from the US and Canada. Please contact a
    FluentStream representative to enable SMS if interested. FluentStream SMS fees may include but
    are not limited to registration fees, campaign fees, and vetting charges (if applicable)
    associated with 10-Digit Long Code (10DLC) regulation by the U.S. Mobile Carriers and the
    Federal Communications Commission (FCC). All SMS advertising, marketing, promotional or
    informational campaigns must be registered to ensure end users receive text messages that are
    verified and valid and allow businesses to send a large volume of messages. In the event that
    Customer does not obtain assistance from FluentStream in registering campaigns, Customer
    represents and warrants that it has, or prior to initiating the campaign will have, all
    appropriate registrations in place, and will provide such evidence of the same as FluentStream
    may request. Customer further represents, warrants and covenants that it has or will obtain all
    required consents of SMS/MMS message recipients. Fees and usage rates for SMS & MMS are subject
    to change, and new rates will become automatically effective. SMS & MMS fees and usage rates
    shall be billed based upon the most current set of rates. You may contact a FluentStream
    representative to review updated rates at any time.
- 6.5
  Changes in Service. You may change the level of Service or features included on
  your account. You should submit a change order request in order to change your Services.
- 6.6Telephone Numbers and Number Porting.
  - 6.6.1
    Local and Toll-Free Telephone Number. FluentStream offers both local
    numbers and toll-free numbers for purchase and will port existing numbers. Customers may choose
    to purchase custom vanity numbers at an additional cost, subject to number availability.
  - 6.6.2
    International Telephone Numbers. In some cases, FluentStream may be able
    to obtain local inbound calling numbers from other countries. A minimum usage requirement on a
    minutes-per-number may be required. All international numbers incur a one-time setup fee, a
    monthly recurring fee, and a monthly rate per minute fee. FluentStream reserves the right to
    deactivate the allocated phone numbers upon the termination of Service and does not guarantee
    the right to port out numbers to another service provider. Please contact a FluentStream
    representative for details regarding number availability and pricing. All pricing is subject to
    change. Please note that E911 services are not available for international telephone numbers.
    Please see our E911 Policy for additional details. International numbers may be or become
    subject to regulatory requirements of foreign jurisdictions, including with respect to rates,
    and such requirements may change without notice. FluentStream shall not be liable for any
    changes to the availability, terms or rates of or for international numbers.
  - 6.6.3
    Number Porting. FluentStream will use commercially reasonable efforts to
    facilitate number transfers or port requests submitted by Customer, in accordance with
    applicable law. Customer shall comply with the necessary and specific procedures for porting
    between service providers described herein, as the same may be modified from time to time due to
    applicable law or the requirements of third-party carriers. You acknowledge and accept that
    number porting depends on the co-operation of third parties outside of FluentStream’s control,
    including but not limited to FluentStream’s suppliers. Accordingly, you agree that FluentStream
    will not be liable for the failure or delay of any third party to cooperate in the porting of
    any telephone number, or for the allegedly unauthorized porting of any telephone number by a
    third party.
- 6.7
  Music on Hold. FluentStream features include the ability for Customer to upload
  recordings to be played while a caller is on hold. Customer shall be solely responsible for obtaining
  all rights and clearances for, and shall assume all liability for, music or other content contained in
  on-hold recordings uploaded to FluentStream and performed or otherwise used in connection therewith. To
  the extent required, Customer hereby grants to FluentStream, for the Term of this Agreement, a
  royalty-free license or sublicense to perform all music or other content contained in Customer’s on-hold
  recordings, and Customer represents and warrants to FluentStream that Customer has all right and
  authority to grant such license or sublicense, as the case may be. Customer agrees to conduct its
  business and use of the Services in full compliance with all intellectual property laws. Customer shall
  indemnify FluentStream for all third-party claims arising from or in connection with on-hold recordings,
  including claims of infringement or violation of a third-party’s intellectual property and other rights.
- 6.8
  Ancillary Services. CallerID services are provided by FluentStream subject to
  availability from FluentStream’s third-party service providers. FluentStream does not guarantee that
  such services are available for all numbers in all Service areas. Customer shall be responsible for
  purging stored voicemail messages and call recordings. FluentStream reserves the right to charge you for
  data storage related to such voicemail messages, call recording and other communication data stored by
  client. FluentStream shall not be liable or responsible for any loss of voicemail messages, call
  recordings or call detail records.
- 6.9
  Customer Support. FluentStream will use commercially reasonable efforts to provide
  basic technical support service to Customers 24/7/365 depending on the level of Service purchased.
  FluentStream is not obligated to provide support services for third-party products or services, or for
  problems with our Service due to third-party products or services. On-site Services are not included in
  standard client support and may be subject to an additional charge at FluentStream’s discretion. You
  must be an authorized individual on the applicable FluentStream account in order to contact FluentStream
  client support.
- 6.10
  Service Exclusions. The Service does not include directory listings and operator
  and directory assistance and does not support 976 or 900 calls. The Service may not support 311, 411,
  511, or other X11 calling (other than 911 as detailed in the E911 Acknowledgment Policy, and 711) in all
  or certain service areas.

7.Service Use Restrictions and Obligations.
- 7.1.1
  For any unlawful or illegal purposes including, but not limited to, using any Services to
  violate any law, rule regulation, governmental orders, industry standards or guidance in any
  applicable jurisdiction.
- 7.1.2
  For transmission or storage of any information, data, or material in violation of any applicable
  federal, state or local regulation or law, or in any way that violates laws, infringes the
  rights of others (including intellectual property rights), or interferes with the users,
  services, or equipment of the Service.
- 7.1.3
  To post, transmit or disseminate objectionable information, including, without limitation, any
  transmissions constituting or encouraging conduct that would constitute a criminal offense, give
  rise to civil liability, or otherwise violate any local, state, federal or international law or
  regulation.
- 7.1.4
  To transmit, disseminate, store, publish, or engage in threatening, abusive, harassing,
  defamatory, libelous, deceptive, fraudulent, racist, vulgar, obscene, pornographic or otherwise
  objectionable material of any kind.
- 7.1.5
  To knowingly disrupt the Service or otherwise introduce any viruses, Trojan horses, worms, logic
  bombs, or other material that is malicious or technologically harmful.
- 7.1.6
  To resell the Service or otherwise charge others to use the Service; the Service is for internal
  use only, and you agree not to use the Service for any other business enterprise in competition
  with the Service.
- 7.1.7
  To do any other action that causes disruption in the network operations or integrity of
  FluentStream or its vendors, whether directly or indirectly; such use is strictly prohibited and
  may result in termination of the Service. Examples of such prohibited uses include, but are not
  limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity,
  or any other activity that would be inconsistent with normal business usage.
- 7.1.8
  For sending unsolicited marketing messages (including, without limitation, SMS or MMS messages)
  or broadcasts (i.e. spam).
- 7.1.9
  For sending any calls or texts to life-line services, such as hospitals, fire, police, 911 or
  utility-related telephone numbers which are not related to obtaining emergency or utility
  services.
- 7.1.10
  By using unlawful strings of numbers.
- 7.1.11
  For harvesting or otherwise collecting information about others without their consent.
- 7.1.12
  In any manner that will or may mislead others as to the identity of the sender of your messages
  or broadcasts or the location from which such messages originate, including without limiting the
  generality of the foregoing, by creating a false identity, impersonating the identity of an
  individual or entity, by “spoofing” any telephone number, or by providing contact details that
  do not belong to you.
- 7.1.13
  For transmitting any material that may infringe upon the intellectual property rights or other
  rights of third parties including trademarks, copyrights, or publicity rights.
- 7.1.14
  In a manner interfering with, or disrupting, networks connected to the Services or violating the
  regulations, policies or procedures of such networks.
- 7.1.15
  Attempting to gain unauthorized access to the Services, other accounts, computer systems,
  servers, or networks connected to the Services, through password mining or any other means.
- 7.1.16
  Interfering with another’s use and enjoyment of the Services or the FluentStream website.
- 7.1.17
  To record any person or conversation except as permitted by, and in strict accordance with,
  applicable law.
- 7.1.18
  Engaging in any other activity that FluentStream believes could subject it to criminal liability
  or civil penalty or judgment.
- 7.1.19
  Purposely routing calls to high cost non-RBOC (Regional Bell Operating Company) areas for
  origination or termination of telecommunications traffic on the FluentStream system, except for
  calls originated by or terminated to bona fide users physically located in such areas. Calls may
  be monitored and reported upon each billing cycle to ensure sound traffic patterns. You may be
  responsible for Usage Fees or fines assessed to recover charges related to excessive routing of
  high-cost calls.
- 7.1.20
  Calling, messaging, storing, posting or transmitting harmful, unsolicited, inappropriate,
  objectionable, threatening or abusive materials, e-mail or information.
- 7.1.21
  Falsifying or providing misleading information including but not limited to User information,
  User customer information, intent for use of Services, or other identifying information provided
  to FluentStream or to other users of the Services.
- 7.1.22Using any generative AI or similar technology, whether or not provided by FluentStream, to distribute or transmit via the Services any content that provides false, misleading or defamatory information or depications of any person, or that is intended or likely to defraud, harass or injure any person.
- 7.1.23
  Engaging in repetitive and/or continuous messaging or calling if such activity could reasonably
  be expected to or in fact does provoke complaints, including but not limited to calls or
  messages that are initiated through automated means.
- 7.1.24
  Engaging in abnormal messaging or calling where activity is: (i) significantly in excess of
  Customer’s expected traffic volumes, (ii) inconsistent with Customer’s stated or published
  business description or intention for use of Services, or (iii) inconsistent with normal
  business use, particularly if such activity could reasonably be expected to or in fact does
  provoke complaints.
- 7.1.25Enabling the transmission of calls or messages (including without limitation SMS or MMS messages)without all requisite consent of the recipient where legally required and/or failing to support opt-out requests to stop further calls or messages where legally required.
- 7.1.26
  Engaging in long duration calls (defined as calls to the same number in excess of four continuous
  or cumulative hours within a 24-hour period) and/or calls placed to specific numbers /
  destinations for the purpose of generating charges or fees for or with a third party.
- 7.1.27Using any software not provided by FluentStream or used with FluentStream's express authorization which, in FluentStream's sole determination is or may be used to apply any kind of artificial intelligence analysis to FluentSteram's systems relating to the use of FluentStream's Services.
- 7.1.28
  Neither Customer nor its End Users may engage, directly or indirectly, in any activities that, in
  FluentStream’s sole discretion, harm or interfere with: (i) FluentStream’s network, (ii) the
  integrity or efficacy of the Services, or (iii) the use of the network and the Services by
  FluentStream’s other customers or users. The foregoing also includes attempts to bypass or
  exploit Service limitations or restrictions.

7.1
Prohibited Uses Generally. You accept that the Services are provided for
professional use only. You shall not use the Service or FluentStream’s website, directly or indirectly:
7.2
Review of Plan Use and Unlimited Voice Services. You acknowledge that: (a) any
reference made to “unlimited” minutes or features refers to our practice not to charge for the Services
on a per-minute or per-use basis when use is reasonable; and (b) that we do not offer “unlimited” plans
for telemarketing, call center operations, fax spamming, or other activities that use an extraordinary
amount of connectivity to the Public Switched Telephone Network (PSTN). We may limit PSTN connectivity,
impose per-minute charges for excessive use, or terminate this agreement if we determine that your
average per-user PSTN connectivity exceeds the normal usage patterns, as determined by FluentStream in
its sole discretion. FluentStream reserves the right to review usage of unlimited plans to ensure that
Customer is using the Services in accordance with this Agreement, and not using unlimited Services in
violation of any provision hereof or for any purpose other than permitted under this Agreement and the
applicable plan. In addition to other uses prohibited by this Section 7, unlimited voice services may
not be used for monitoring services, data transmissions, transmission of broadcasts, transmission of
recorded material, or other connections which do not consist of uninterrupted interactive dialog between
parties. If FluentStream finds that you are using unlimited voice services for any purposes other than
uninterrupted dialog between parties, FluentStream may, in its sole and absolute discretion, terminate
Customer’s Service or change Customer’s plan to one with no unlimited usage components. FluentStream
will provide notice to Customer prior to taking such action, and Customer may terminate the Agreement,
provided, however, that Customer shall not be entitled to a refund of any kind.
7.3
Legal Compliance. You agree to use the Service in a manner that complies with all
applicable federal and state laws, including, but not limited to laws governing the use of call
recording, call monitoring, call barging, and telemarketing. FluentStream does not dispense legal advice
or provide Customer with any information regarding the legality of using the Service. You may be subject
to civil or criminal prosecution for the unlawful use of Service. Customer shall indemnify and hold
harmless FluentStream from and against any claims that arise out of Customer’s failure to comply with
applicable state and federal laws. Customer shall consult its own attorney for legal advice.
7.4
Message Blaster. Your use of the Services for your marketing activities shall
comply with all applicable laws, and with this Section 7.4.

7.4.1
You represent and warrant that the owners of the phone numbers you initiate
messages to through the FluentStream Services have consented or otherwise opted-in to the
receipt of such messages and broadcasts as required by applicable laws. You agree to include
clear opt-out/unsubscribe information on your messages or broadcasts when required to do so by
any applicable law or regulation, including without limitation the Telephone Consumer Protection
Act, Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM
Act), and the regulations of the FCC promulgated thereunder from time to time; and shall
otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing
Association, if and as applicable. You further agree that any individuals requesting
“Do-Not-Call” (“DNC”) status shall immediately be placed on your DNC accounts list, and you
agree that you will not initiate any subsequent messages or broadcasts to any individuals after
they request DNC status.
7.4.2
You agree to familiarize yourself with and abide by all applicable local,
state, national and international laws and regulations, including without limiting the
foregoing, the legalities of any messages, calls, broadcasts, and campaigns transmitted through
the FluentStream Services. You are solely responsible for all acts or omissions that occur under
your account, including without limitation the content of the messages and broadcasts that you
create and initiate through the FluentStream Services. You are ultimately responsible to make
your own informed decisions regarding your messages, broadcasts, and campaigns. You are solely
responsible for obtaining any rights or licenses to any data, including without limitation sound
files, for inclusion in any outbound messages, broadcasts, and campaigns. If you are unfamiliar
or unclear on the legalities of any message, broadcast or campaign, you must consult with your
attorney prior to your use of the FluentStream website or Services.
7.4.3
You further agree that FluentStream is, under no circumstances, responsible
for the contents or accuracy of your messages or broadcasts. You will provide your own sound
files for all outbound campaigns. FluentStream will not review such messages and broadcasts
prior to submission. FluentStream is not responsible for, and does not endorse or approve of,
the views and opinions contained in any of your messages or broadcasts. FluentStream shall not
be liable for your misuse of the Services.

7.5 Customer Security Policy
- 7.5.1
  Password Information Security. You agree that you are responsible for any and
  all passwords, PINs, IVR PIN codes, security questions or answers, and other access-related
  credentials related to your Services or an account (“Password Information”) that you or any End
  User use with the Services. You further agree to ensure that all such Password Information: (i)
  shall be immediately changed in the event that you or your End Users learn of or suspect that
  any account security Incident has occurred; (ii) shall not be not transmitted or stored in any
  insecure manner (including without limitation through any auto-storage, caching, “remember,” or
  auto-fill feature); and (iii) shall be protected from theft or unauthorized access, use, or
  disclosure with at least a reasonable degree of care and diligence.
- 7.5.2
  End Point Security. You agree to protect all End Points using, at minimum,
  generally accepted security measures, including without limitation: (i) effective passwords or
  other credentials; (ii) network segmentation and access restrictions utilizing an accurate and
  up-to-date access control list; (iii) session time-out and/or locking screen saver features; and
  (iv) use of an effective and up-to-date firewall for all networks to or through which any End
  Point might connect. YOU ACKNOWLEDGE AND AGREE THAT THESE REQUIREMENTS APPLY TO IP DESK PHONES
  AND MOBILE DEVICES, WHICH UTILIZE THE SAME CONNECTIVITY – AND ARE SUBJECT TO THE SAME SECURITY
  RISKS – AS COMPUTERS.
- 7.5.3
  Update of Security Features. You acknowledge that some Services’ security
  features may require activation or installation of software or firmware updates, and software
  may be de-activated or uninstalled. You agree to promptly download and install all updates to
  software and/or hardware or firmware provided by FluentStream or your Equipment manufacturer and
  used in conjunction with the Services, and generally to ensure the activation and use of all
  features that are necessary or appropriate to protect the accounts, users, End Users, or your
  organization’s assets and operations. You acknowledge and agree that if you decide not to
  install updates, this may result in the functionality of the Services to be diminished and
  unstable or termination of this Agreement.
- 7.5.4
  Account and End User Management. You acknowledge and agree that End Users you
  designate as account administrators may have the ability to make purchases and enter into
  transactions on your behalf and/or to perform acts related to your Services, or your Account,
  including any individual line or extension or ancillary services, that may significantly affect
  you or the operation of your Services, including without limitation adding, removing, or
  modifying numbers or extensions assigned to an Account; payment method(s); making changes to
  software or hardware; adding, removing, or modifying ancillary services; and/or modifying
  settings. You are responsible for any such changes made to your account. You agree to maintain
  sole and exclusive control over your Services or account at all times and to ensure that all
  account rights, permissions, and settings, and all use and usage, are effectively managed as
  necessary to prevent any unauthorized access to, use or usage of, or transaction or activity
  through or relating to your Services. You further acknowledge and agree that you will be
  responsible for all charges incurred by or under the credentials of your Account administrators.
7.6
For calls originated by Customer or any of its End Users, or by devices or numbers
assigned to Customer or its End Users, or for calls that transit any network facilities owned,
controlled or utilized by Customer for termination on or through FluentStream’s Services, Customer
agrees that if it receives a request from (i) a traceback administrator authorized by the USTelecom
Industry Traceback Group (ITG), (ii) FluentStream, or (iii) any applicable law enforcement or regulatory
authority (a “Traceback Requestor”) for information about robocalls that have been sent to a downstream
provider or received by a consumer (a “Traceback Request”), Customer will promptly respond to the
Traceback Request in good faith. Without limiting the generality of the foregoing, Customer shall
identify the immediately preceding source of the calls or numbers subject to the Traceback Request, if
any, and provide other relevant information relevant to the determination of any immediately preceding
source, and, to the extent possible, shall further identify any other upstream providers in the call’s
path. Customer agrees to share this information without requiring a subpoena or other formal demand or
request.
7.7
Customer is solely responsible for all content transmitted by or to Customer and/or its
End Users using the Services, including without limitation with regard to third party intellectual
property rights and the compliance of such content with all applicable laws. Without limiting the
generality of the foregoing, Customer is solely responsible for its or its End Users transmission,
disclosure, collection and/or safeguarding of any person’s personal information contained in any such
content, as more fully set forth in FluentStream’s Privacy Policy.
7.8
FluentStream reserves the right to take any and all actions in FluentStream’s sole
discretion, whether at law or in equity, in response to violations of this section or as otherwise
believed by FluentStream, in its sole discretion, to be required to preserve the integrity of
FluentStream’s network and its Services, including, without limitation: (i) suspension or termination of
the Services, including charging Customer any applicable rates and cancellation or termination fees,
(ii) cooperation with law enforcement, (iii) providing requested information to third parties who have
informed FluentStream that they have been harmed by a Customer’s failure to abide by this Policy, and
(iv) referral of violations of this Section 7 to appropriate law enforcement agencies or other
appropriate governmental authorities. FluentStream’s failure to take action shall not be deemed a waiver
of this right. FluentStream’s exercise of its rights under this section shall not create a cause of
action in any Customer or End User, nor shall FluentStream have any liability for its actions or the
actions of other carriers or service providers taken to protect their respective networks or compliance
with applicable law. Without limiting the generality of the foregoing, FluentStream shall have no
liability to Customer for the level of attestation assigned by FluentStream pursuant to the TRACED Act
and FCC implementing rules to calls to or from Customer, nor shall FluentStream be liable for the
refusal of any other carrier or service provider to validate, transmit or terminate any call based on
such carrier’s or service provider’s assessment of such calls or the attestation level assigned thereto.

8.
Term. If you have an Acquired Contract, your term of service under the Acquired Contract at
the time of acquisition will continue as provided in the fourth introductory paragraph above. Thereafter, unless
otherwise agreed by FluentStream in writing, the Term of your Agreement will continue in accordance with
subsection 8.2.

8.1
The “Term” of this Agreement begins on the earlier date of: (a) when your signed
Customer Service Order is submitted, unless FluentStream rejects such Customer Service Order in
accordance with Section 6.1 of this Agreement; (b) when your first payment is processed, or (c) when you
start(ed) using the Services. The Term shall continue for the greater of: (i) the period of time set
forth in your Customer Service Order; (ii) for the period of time otherwise mutually agreed upon in
writing by you and FluentStream; (iii) if not otherwise specified or agreed to, month-to-month,
indefinitely, until terminated; or (iv) for as long as you access and use the Services, notwithstanding
an otherwise specified expiration or termination date.
8.2
If a Customer Service Order, or any related agreement including an Acquired Contract or
FluentStream partner agreement, has a stated Term other than month-to-month, the Term of Customer’s
Service shall automatically renew for a period equal to the initial term at the end of each term, unless
either party provides written notice of cancellation to the other no less than 30 days prior to the end
of the then-current Term. Agreements with a month-to-month Term may be canceled at any time by either
party, upon thirty days’ prior written notice to the other.

9.

Cancellation of Services; Termination. If you are a party to an Acquired Contract, the
termination provisions of your Acquired Contract will control during the Transition Period, except that
violations of Section 7 above will be governed by this Section, and reductions in Services will be governed by
Section 9.2.

9.1
Termination by FluentStream. FluentStream may terminate or suspend this
Agreement immediately if FluentStream determines, in its sole discretion, that you have violated any
provision of Section 7, or may terminate this Agreement upon ten (10) days' prior written notice if you
violate any other terms of this Agreement and fail to cure the violation within such ten (10) days.
FluentStream may also terminate this Agreement for any other reason whatsoever by providing you with 30
days’ prior written notice of such termination. Subscription Service Fees and Usage Fees will continue
to accrue through the termination date.
9.2
Termination by Customer. You may terminate this Agreement or terminate or reduce
any Services: (a) pursuant to the terms specified in this Agreement or as otherwise mutually agreed to
in writing by the parties hereto; or (b) if neither the Customer Service Order nor any other written
instrument executed by FluentStream specifies a procedure for termination, by providing FluentStream 30
days’ prior written notice. Customer must provide notice by submitting a cancellation form located at
https://www.fluentstream.com/cancellation-of-service/. If Customer wishes to cancel a previously
submitted termination notice, the 30-day notice period must be adhered to with any subsequent
termination notices. In the event that Customer terminates this Agreement or cancels a Service that is
subject to a defined Term other than month-to-month, or reduces the volume of any such Service
(including without limitation by reducing the number of activated devices or telephone numbers) agreed
in a Customer Service Order or Acquired Contract, then Customer will be subject to termination fees as
outlined in the Customer Service Order or Acquired Contract, which shall not be less than the monthly
recurring charges (or the difference in monthly recurring charges, in the event of a Service reduction)
for all affected Services and related Equipment prior to such termination or reduction, multiplied by
the number of months remaining in the then-current Term. Customer shall also be responsible for
returning any Equipment, including Equipment no longer used due to a reduction in Services, in
accordance with the Equipment Addendum.
9.3
No Refund. Upon termination of this Agreement for any reason, or any reduction
of Services pursuant to Section 9.2, Customer shall not be entitled to a refund of any prepaid or other
fees. Customer is responsible for all charges through the effective termination date, including the
notice period and, without limitation, any unbilled charges such as usage.
9.4
Survival. Upon termination of this Agreement, any provision which, by its nature
or express terms should survive, shall survive such termination or expiration, including, but not
limited to, (i) your representations and warranties, indemnification obligations, and use restrictions;
and (ii) FluentStream’s limitation of liability, disclaimer of warranties, indemnification obligations,
and intellectual property rights.
9.5
Customer Obligations Upon Termination. Customer agrees that upon Termination of
this Agreement:
9.5.1
You shall be responsible for payment in full for Services through the end of
the month of the effective date of termination. You shall pay FluentStream any amounts owed for
Services prior to termination within three (3) business days of FluentStream’s final invoice,
and you agree that FluentStream may charge your payment method on file at the end of such
three-day period. Subscription Service Fees will not be prorated.
9.5.2
If applicable, you must immediately notify FluentStream of all Customer
Premises and other premises where FluentStream Equipment and materials are stored. You shall
permit FluentStream, its employees, agents, contractors, or representatives to access your
Customer Premises and other premises during regular business hours in order to remove all
Equipment and other materials furnished by FluentStream, or upon FluentStream’s request and in
its discretion, you agree to return all Equipment and materials furnished by FluentStream to a
location specified by FluentStream using a reliable shipping method. You shall be responsible
for all FluentStream Equipment and materials that are not received by FluentStream within a
reasonable period of time post-termination, and FluentStream may deem you to have purchased the
same and charge you in accordance with the Equipment Addendum and this Agreement.
9.5.3
You are solely responsible for notifying FluentStream of any and all requests
to port out billable telephone numbers (also referred as “DIDs”) to a different service
provider, whether port out options are known or unknown by you. You remain solely responsible
for all billable charges until such time that port outs have been completed. You shall retain
ownership of any purchased local or toll-free numbers and any existing numbers that were
originally ported over to FluentStream from a different service provider.

10.
Service Level Agreement. If you are a party to an Acquired Contract, the terms described in
this Section will replace your prior service terms after the Transition Period:

10.1
Service Guarantee. FluentStream guarantees that our Services will be available
for its primary intended use 99.99% of the time in any given monthly billing period, excluding certain
Exceptions as defined below. This guarantee shall include the ability to make and receive calls only and
excludes the functioning of any other ancillary features offered by FluentStream. If FluentStream fails
to meet this service level guarantee, Customer shall be eligible for a credit. Credits will be
calculated as a percentage of the fees incurred over the billing period affected by the service outage
and will be applied at the end of the billing cycle. Credits shall be calculated at three percent (3%)
of the monthly Subscription Service Fee for the affected Service each hour of downtime, up to 100% of
the total fees for the affected Service billed in the affected billing period. To obtain a credit,
Customer must request a credit in writing from FluentStream within fifteen (15) days of the service
outage. Credits shall be applied against future fees payable by Customer for the Service (the foregoing
provisions of this Section 10.1, collectively, the “Service Guarantee”). This Service Guarantee is your
sole and exclusive remedy for downtime in Services. For the purposes of the Service Guarantee, the
following “Exceptions” are not eligible for service credits: (a) any act or omission by Customer or any
End User; (b) issues with Customer’s or its End User’s Internet connectivity; (c) a Force Majeure event;
(d) failure, interruption, outage, or other problem with any software, hardware, system, network,
facility, server, or similar equipment and programming not supplied by FluentStream; (e) Scheduled
Maintenance as outlined in Section 10.2; (f) issues, bugs, or delays caused by third-party applications,
services, or other components; (g) the disabling, suspension, or termination of the Services by
FluentStream in response to Customer’s failure to comply with this Agreement; and (h) third-party
interference with or attacks upon the Services or the networks used to provide them.
10.2
Maintenance and Other Planned Service Outages. FluentStream will periodically
perform routine system maintenance and/or system updates to ensure we are running the most reliable and
secure software possible (“Scheduled Maintenance”). During periods of Scheduled Maintenance, it will be
necessary to take the Service offline. FluentStream will return services as quickly as possible and
typical Scheduled Maintenance is completed within 15 minutes. FluentStream will endeavor to perform
Scheduled Maintenance after normal business hours (generally, 10PM EST – 5AM EST). FluentStream will use
commercially reasonable efforts to notify Customer one or two days in advance of performing Scheduled
Maintenance, so you can prepare for the planned service outage.
10.3
Service Level and Support Limitation of Liability. FluentStream shall not be
liable or held responsible for any disruption in Service due to (i) Internet connectivity issues with
Customer’s Internet Service Provider (ISP); (ii) disruption in Service related to Customer’s error,
misuse, or failure to comply with this Agreement; (iii) outage due to a previous service provider’s
failure to properly port over number(s) to FluentStream; (iv) power outage; or (v) a Force Majeure
event. FluentStream may provide implementation, configuration, or similar Services support, either
remotely or on-premise. Use of such Services by Customer is at Customer’s sole option and risk.
FluentStream shall not be liable to Customer for any damages, loss, or liability arising out of or in
connection with FluentStream’s implementation; configuration; firewall, router, or device configuration
and setup; or similar implementation and Services support.

11.Personal Information, Privacy Statement and Data.
- 11.1
  Your personal information is governed by the FluentStream Privacy Policy available
  from time to time in the Legal Center at www.fluentstream.com. The FluentStream Privacy Policy is hereby
  incorporated into and made a part of this Agreement by this reference.
- 11.2 Customer Proprietary Network Information.
  - 11.2.1
    In the normal course of providing services to its users and customers,
    FluentStream collects and maintains certain customer proprietary network information (“CPNI”)
    typical to the industry. CPNI includes the types of telecommunications and interconnected VoIP
    services Customer currently purchases or subscribes to, how Customer uses those services (for
    example, Customer’s calling records), and billing information related to those services.
    Customer’s FluentStream telephone number(s), name, and address do not constitute CPNI.
  - 11.2.2
    FluentStream does not sell, trade, or otherwise share Customer’s CPNI with
    anyone outside of FluentStream and those parties authorized to represent FluentStream to offer
    the Services or to perform functions on FluentStream’s behalf related to the Services, except as
    the law may require or Customer may authorize. Federal law generally permits FluentStream to use
    CPNI in its provision of the Services Customer purchases or subscribes to, including billing and
    collections for those Services. FluentStream may also use or disclose Customer CPNI for legal or
    regulatory reasons such as to respond to a court order, to investigate fraud, to protect
    FluentStream’s rights or property, to protect against the unlawful use of FluentStream’s
    services, or to protect other users. Customer acknowledges and agrees to such uses for itself
    and its End Users. In the event that FluentStream consents to the Customer’s resale of any
    Services, Customer shall ensure that it informs its customers or subscribers of FluentStream’s
    use and disclosure of CPNI in accordance with this Section.
  - 11.2.3
    Customer may elect to prohibit FluentStream’s use of Customer’s CPNI to
    market services other than services of the same type that Customer already purchases from
    FluentStream by providing FluentStream with Customer’s “opt-out” notice within thirty (30)
    calendar days of Customer’s Service commencement via marketing@fluentstream.com. If Customer
    fails to do so within such timeframe, Customer will be deemed to have given FluentStream consent
    to use Customer’s CPNI to market services other than services of the same type that Customer
    already purchases from FluentStream. Customer acknowledges and agrees that such communications
    may be directed to one or more Customer End Users, and Customer agrees that it will provide its
    End Users with notice that they may receive such marketing communications and instructions as to
    how to opt out. Restricting FluentStream’s use of Customer CPNI will not affect FluentStream’s
    provision of any Service, nor will it necessarily eliminate all types of FluentStream marketing.
    In the event that FluentStream consents (in its sole and absolute discretion) to Customer’s
    resale of the Services, Customer shall provide notice to its customers or subscribers that
    Customer will disclose or otherwise permit FluentStream to access such customers’ or
    subscribers’ CPNI for the provision of the purpose of marketing communications-related services;
    provide a method for such customers or subscribers to opt out; and provide FluentStream with
    current information concerning the “opt out” status of such customers or subscribers.
- 11.3
  Other Disclosures of Information. Customer agrees that information concerning
  it, its End Users, locations, assigned telephone numbers and other identifying information, which may or
  may not constitute CPNI, may be disclosed to public safety answering points or other emergency call
  takers in connection with the completion of 911 calls, or to law enforcement or other governmental
  authorities as required by applicable law, regulation, court or administrative order, subpoena, warrant
  or other legal process. FluentStream shall have no liability to Customer, any End User or any other
  party using the Services under Customer’s Account for any such disclosure.
- 11.4Data.
  - 11.4.1
    You acknowledge and agree that: (i) FluentStream and its affiliates shall have
    no obligation to store, retain, back-up, or ensure the availability of any stored Customer
    personal or account information; (ii) to the extent that you wish to retain any account data or
    other information relating to your services, an account, or the use thereof, you shall ensure
    that such information is downloaded, saved, and/or backed-up outside of your Account, as
    necessary or appropriate for your and/or the End Users’ purposes; (iii) you shall not rely on
    your Services or account as a repository for or means by which to retain, store, or back-up
    account data or any other data, information, or materials; (iv) FluentStream may delete or purge
    any and all copies and versions of any stored Customer personal or account data or other data at
    any time, without notice, including without limitation after you delete any such information
    from an account or after termination of this Agreement or closure of an account; and (v)
    FluentStream may, in its sole discretion and option and without notice, implement reasonable
    limits as to the size or duration of storage of account data, including, but not limited to,
    call recordings, voicemail and call or communication detail records.
  - 11.4.2
    You acknowledge and agree that the your Services do not include the
    performance of any of the following tasks or work by FluentStream, and in no event shall
    FluentStream be obligated under this Agreement to perform any of the following tasks or work:
    (i) the investigation, access, correction, alteration, gathering, compilation, review,
    verification, or production of any account data, personal information, or any other records,
    documents, information, or evidence related to you or your Services or transmitted, received, or
    stored through an account; (ii) the provision of legal or other advice; or (iii) the provision
    of assistance, cooperation, or information beyond that which is directly and specifically
    related to FluentStream’s fulfillment of its obligations under this Agreement or pursuant to
    applicable Law. Without limiting the foregoing, except as provided in this Agreement or required
    by Law, FluentStream is not obligated to: (i) determine, prove, or disprove any fact or claim;
    (ii) pursue or defend against any claim, allegation, action, lawsuit, demand, or proceeding;
    (iii) substantiate any party’s compliance with any Law or legal process; (iv) respond to or
    comply with any request or demand; (v) identify any party; or (vi) conduct any surveillance.
  - 11.4.2
    You acknowledge and agree that: (i) any stored communications, stored
    personal information or account data, or other information or materials that you export will not
    be under FluentStream’s control and will not be subject to or protected by FluentStream’s
    security controls; (ii) linking or integrating your Services or accounts(s) to or with any
    external service, environment, account or repository constitutes such exportation and
    FluentStream shall have no responsibility for, and makes no representation or warranty
    regarding, the security, privacy, or functionality of any such linked or integrated external
    service, environment, account or repository. You and your End Users, as applicable, shall comply
    with all applicable Law relating to the use, disclosure, access, or export of data from your
    account(s).
- 11.5
  You hereby release, discharge, and hold harmless FluentStream from and against any and
  all liability relating to or arising from its acts or omissions in accordance with this Section 11 to
  the fullest extent permitted under applicable law.

12.
Emergency 911 Services. Access to 911 services is governed by the
E911 Policy available in the “Legal Center” accessible at www.fluentstream.com, as the same may be amended from
time to time, which is incorporated by reference herein and made a part hereof. The E911 Policy contains
important information regarding limitations on 911 service using the Services, and limits FluentStream’s
liability to you.

13.
Indemnification. You agree to indemnify, defend, and hold harmless FluentStream, its affiliates, officers, directors, employees, consultants, agents, and service providers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from or related to: (a) your use of the Services and any messages, data or other content you transmit by or through the Services; (b) your breach or other violation of this Agreement; (c) any actual or alleged infringement or violation by you, or any other user of your account, of any intellectual property or other right of any person or entity, including without limitation any content provided, created or generated by you in the use of any generative AI, LLM or similar technology used in connection with the Services or as may be offered by FluentStream as part of any Service; (d) your actual or alleged violation of applicable law; (e) your or your End Users’ use of any generative AI, LLM or similar technology in connection with the Services, whether provided by FluentStream or a third party, in a manner that violates any law, rule, judicial or regulatory order or policy or that causes harm to any person, including without limitation, in a manner that presents any person in a false light, defames any person or is or may be used to defraud any person; and (fe) all unauthorized use of, access to or theft of Customer’s or its users’ data, passwords or equipment, or of any data provided to Customer by third parties, except to the extent caused by the gross negligence or willful misconduct of FluentStream.

14.
Warranty Disclaimer and General Limitation of Liability.

14.1
NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, YOU UNDERSTAND AND
AGREE THAT THE SERVICES AND EQUIPMENT ARE PROVIDED “AS IS” AND FLUENTSTREAM, ITS SUBSIDIARIES,
AFFILIATES, LICENSORS, SERVICE PROVIDERS, AGENTS, EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY,
“FLUENTSTREAM PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE FLUENTSTREAM PARTIES MAKE NO
WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES,
REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT THE
SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF
THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL OR DATA TRANSMITTED, DOWNLOADED, OR OTHERWISE SENT OR
OBTAINED THROUGH THE USE OF THE SERVICES, IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY
RESPONSIBLE FOR ANY LIABILITY INCURRED OR DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR ANY
OTHER MATERIALS OR WORK PERFORMED OR PROVIDED BY FLUENTSTREAM IN CONNECTION THEREWITH. THE ENTIRE RISK
ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR ANY OTHER MATERIALS OR WORK PERFORMED OR PROVIDED
BY FLUENTSTREAM IN CONNECTION THEREWITH REMAINS WITH YOU. FLUENTSTREAM DOES NOT ASSUME ANY
RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION, DATA, COMMUNICATIONS, OR OTHER CONTENT SHARED
BETWEEN USERS, AND EXCEPT AS REQUIRED BY APPLICABLE LAW, FLUENTSTREAM MAKES NO REPRESENTATION OR
WARRANTY REGARDING, OR ASSUME ANY RESPONSIBILITY FOR, THE SECURITY OF SUCH INFORMATION, DATA,
COMMUNICATIONS OR OTHER CONTENT. FLUENTSTREAM CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS
FROM USE OF THE SERVICES.
14.2
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT WILL THE FLUENTSTREAM PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT
OF THE USE OF OR INABILITY TO USE THE SERVICES, ANY OTHER MATERIALS OR WORK PERFORMED OR PROVIDED BY
FLUENTSTREAM IN CONNECTION THEREWITH, OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER
SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR ANY OTHER LEGAL THEORY,
EVEN IF THE FLUENTSTREAM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FLUENTSTREAM
PARTIES’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED
TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE
MONTH OF THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do
not allow the exclusion or limitation of liability, the above limitation may not apply to you.
14.3Without limiting the generality of Sections 14.1 and 14.2, Customer acknowledges that, now or in the future, the Services or FluentStream’s website may contain content or information that was generated using advanced generative AI technology. Customer recognizes that generative AI technology may still occasionally generate incorrect, incomplete, misleading, irrelevant, or nonsensical information and, accordingly, such information should be treated with the appropriate caution and skepticism. Customer's users should refer to and verify any AI generated information through original source documents and/or other reliable and authoritative sources. AI generated content is for informational purposes only and should not be used as a substitute for original research or expert opinions, nor interpreted as legal, financial, medical, or any other professional advice. Customer and its End Users assume full responsibility, and FluentStream shall have no liability, for any use of or reliance upon any content or information contained in the Services.

15.Additional Provisions.
- 15.1
  Governing Law. This Agreement, all matters related to the Services, and any
  dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes
  or claims), shall be governed by and construed in accordance with the internal laws of the State of
  Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State
  of Colorado or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related
  to, this Agreement or the Services shall be subject to arbitration in accordance with Section 15.2
  hereof. Any proceeding which may be instituted in a court of competent jurisdiction, including
  proceedings pursuant to Section 15.3 or suits to enforce the arbitrator’s award, shall be instituted
  exclusively in the federal courts of the United States or the courts of the State of Colorado, in each
  case located in the City of Denver and County of Denver, although FluentStream retains the right to
  bring any suit, action, or proceeding against you for breach of this Agreement in your country of
  residence or any other relevant country. You waive any and all objections to the exercise of
  jurisdiction over you by the federal and state courts in and for Denver, Colorado, and to venue in such
  courts.
- 15.2
  Arbitration. Subject to Section 15.3, all disputes arising out of or relating to
  this Agreement, including without limitation those regarding the formation, interpretation, breach or
  termination hereof, or any issue regarding whether a dispute is subject to arbitration hereunder, that
  cannot be settled by good faith negotiation between the parties within a reasonable period of time, will
  be conclusively determined by a final and binding arbitration proceeding to take place in Denver,
  Colorado. Such proceeding will be conducted in English and administered by JAMS pursuant to the JAMS
  Comprehensive Arbitration Rules and Procedures then in effect, or in the event one of the parties is
  located outside of the United States, pursuant to the JAMS International Arbitration Rules then in
  effect, before a panel of one arbitrator chosen in accordance with such rules. The arbitrator will not
  award punitive or exemplary damages, and will not have the authority to limit, expand or otherwise
  modify the terms of the Agreement. The ruling by the arbitrator may be entered in any court having
  jurisdiction over the parties or any of their assets. The parties will evenly split the cost of the
  arbitrator’s fees, but each party will bear their own attorneys' fees and other costs associated with
  the arbitration except as provided in Section 15.4 hereof. The parties agree that this arbitration
  provision may be enforced by injunction or other equitable order, and no bond or security of any kind
  will be required with respect to any such injunction or order. The parties, their representatives, other
  participants and the arbitrator will hold the existence, content and result of arbitration in
  confidence.
- 15.3
  Injunctive Relief. Nothing in this Section will be construed to preclude either
  party from seeking provisional remedies, including but not limited to temporary restraining orders and
  preliminary injunctions, from any court of competent jurisdiction in order to protect its rights pending
  arbitration.
- 15.4
  Costs of Enforcement. In the event that either party hereto brings an action
  with respect to any dispute arising hereunder, any alleged breach of the terms hereof, or the
  enforcement of the provisions and restrictions thereof, the substantially prevailing party in such
  action shall be awarded all reasonable costs and expenses incurred thereby, including reasonable
  attorneys’ and other legal fees and costs, whether prior to the formal initiation of such action, prior
  to trial, at trial, or on appeal and for post-judgment proceedings.
- 15.5
  Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM, INCLUDING ANY
  CLAIM OR DISPUTE SUBJECT TO ARBITRATION HEREUNDER, THAT YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS
  AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION, CLAIM OR
  DISPUTE ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- 15.6
  Notices. All notices and other communications pursuant to this Agreement shall
  be in writing and shall be deemed given if delivered personally, sent by facsimile or email
  transmission, sent by nationally-recognized overnight courier or mailed by registered or certified mail
  (return receipt requested), postage prepaid, to the FluentStream’s address set forth below, to Customer
  at Customer’s address as set forth in the Customer Service Order, or to such other address as a party to
  whom notice is to be given may have furnished to the other party hereto in writing in accordance
  herewith. Any such notice or communication shall be deemed to have been delivered and received (a) in
  the case of personal delivery, on the date of such delivery, (b) in the case of facsimile or email
  transmission, on the date sent if either (i) confirmation of receipt is received or (ii) such notice is
  promptly mailed by registered or certified mail (return receipt requested), (c) in the case of a
  nationally-recognized overnight courier in circumstances under which such courier guarantees next
  business day delivery, on the next business day after the date sent, and (d) in the case of mailing, on
  the third business day following that on which the piece of mail containing such communication is
  posted.
  
  FluentStream
  
  c/o FluentStream Technologies, LLC
  
  1624 Market St Ste 226
  
  PMB 82977
  
  Denver, Colorado 80202-1559 US
  
  Attn: Legal Department
  
  legal@fluentstream.com
- 15.7
  Interpretation. The headings in the sections and subsections of this Agreement
  are inserted for convenience only and in no way alter, amend, modify, limit or restrict the
  interpretation of this Agreement or the contractual obligations of the parties hereto. For purposes of
  this Agreement, the word “including”, and correlative terms shall mean inclusion without limitation, and
  the word “or” is not exclusive.
- 15.8
  Severability. No waiver by FluentStream of any term or condition set out in this
  Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any
  other term or condition, and any failure of FluentStream to assert a right or provision under this
  Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement
  is held to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or
  limited to the minimum extent such that the remaining provisions of the Agreement shall continue in full
  force and effect.
- 15.9
  Equitable Relief. You acknowledge that use of the Services contrary to this
  Agreement, or any transfer, sublicensing, copying or disclosure of information or materials related to
  the Services, may cause irreparable injury to FluentStream, its affiliates, service providers, and
  agents. You hereby acknowledge and agree that FluentStream, its affiliates, service providers, and
  agents are entitled to seek equitable relief, without posting bond or other security, including, but not
  limited to, preliminary and permanent injunctive relief, in the event that you or a user of your account
  violates the terms of this Agreement.
- 15.10
  Enhanced Service Provider Notice. FluentStream does not directly provide
  Customer with voice origination and termination services. Voice connections with the Public Switched
  Telephone Network (PSTN) are provided by wholesale service providers.
- 15.11
  Assignment. FluentStream may assign its rights and obligations under this
  Agreement or any Acquired Contract to any party without the consent of Customer. Customer may not assign
  or otherwise transfer its rights or obligations under this Agreement or Acquired Contracts without
  FluentStream’s prior written consent.
- 15.12
  Agreement and Other Terms. This Agreement, including the Customer Service
  Order, the E911 Policy, the Equipment Addendum (if applicable), the HIPAA Business Associate Addendum
  (if applicable), and all policies and agreements referenced herein, constitute the entire agreement
  between the parties hereto regarding its subject matter. No other representation, warranty, term, or
  condition, other than as expressly set forth in this Agreement, shall be binding upon FluentStream. In
  the event of any conflict between the terms and provisions of this Agreement and those of any addendum,
  Customer Service Order, or other document, agreement, or policy, or prior service terms, Customer hereby
  agrees that such conflict shall be resolved by FluentStream, in its sole discretion, and FluentStream is
  hereby appointed and permitted by Customer to determine the appropriate governing terms and/or document
  that shall control in the event of any conflicting or ambiguous terms. In the event of a conflict
  between a provision of this Agreement and an Acquired Contract, during the Transition Period, the
  Acquired Contract will govern except as provided elsewhere herein, and after the Transition Period, this
  Agreement shall control.

HIPAA Business Associate Addendum

This HIPAA Business Association Addendum (this “HIPAA Addendum”) is an addendum to the Terms of Service
(and incorporated therein by reference). This HIPAA Addendum defines the rights and responsibilities of each of
us with respect to Protected Health Information as defined in the Health Insurance Portability and
Accountability Act of 1996 and the regulations promulgated thereunder, including the HITECH Act and Omnibus
Rule, as each may be amended from time to time (collectively, “HIPAA”). This HIPAA Addendum shall be
applicable only in the event and to the extent FluentStream meets, with respect to you, the definition of a
Business Associate set forth at 45 C.F.R. §160.103, or applicable successor provisions. This HIPAA Addendum
shall be subject to the Terms of Service, and in the event of a conflict between the Terms of Service and this
HIPAA Addendum, the Terms of Service shall control except to the extent necessary to comply with HIPAA.

1.
Defined Terms of Service.
For the purposes of this HIPAA Addendum, capitalized terms shall have the following meanings:

“Agreement” shall have the same meaning as given in the Terms of Service.

“Business Associate” shall mean the FluentStream entity from which you purchase Services.

“CFR” shall mean the Code of Federal Regulations.

“Individual” shall have the same meaning as the term “individual” in 45 CFR § 164.501 and shall
include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g).

“Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health
Information at 45 CFR part 160 and part 164, subparts A and E.

“Protected Health Information” or “PHI” shall have the same meaning as the term “protected
health information” in 45 CFR § 164.501, limited to the information received by Business Associate from
or on behalf of Customer.

“Required By Law” shall have the same meaning as the term “required by law” in 45 CFR § 164.501.

“Security Rule” shall mean the Security Standards for the Protection of Electronic Protected
Health Information, located at 45 CFR Part 160 and Subparts A and C of Part 164.

“Secretary” shall mean the Secretary of the Department of Health and
Human Services or his or her designee.

2.
Obligations and Activities of Business Associate.

(a)
Business Associate shall not use or disclose Protected Health Information other than as
permitted or required by this HIPAA Addendum or as permitted or Required by Law.
(b)
Business Associate agrees to provide those physical, technical, and administrative
safeguards described in the Terms of Service and the other parts of the Agreement including those
safeguards and Services selected by you. If Business Associate agrees as part of this HIPAA Addendum to
carry out an obligation of yours under the Privacy Rule, then Business Associate will comply with the
requirements of the Privacy Rule applicable to such obligation.
(c)
Business Associate agrees to mitigate, to the extent reasonably practicable, any harmful
effect that is known to Business Associate of a use or disclosure of Protected Health Information by
Business Associate or its agents or subcontractors in violation of the requirements of this HIPAA
Addendum.
(d)
Within five Business Days of becoming aware, Business Associate agrees to report to you
(i) Security Incidents (as defined in 45 C.F.R. §164.304 and as further described below), (ii) the
Breach of unsecured PHI (as defined in §13402(h) of the HITECH Act), or (iii) an access, acquisition,
use or disclosure of PHI in violation of this HIPAA Addendum.
(1)
Both parties hereto acknowledge that there are likely to be a significant number
of meaningless or unsuccessful attempts to access Customer’s Hosted System or Services, which
make a real-time reporting requirement impractical for both parties hereto. The parties hereto
acknowledge that Business Associate’s ability to report on system activity, including Security
Incidents, is limited by, and to, the Services which Customer has purchased.
(2)
Certain FluentStream Services can provide detailed reporting of potential
Security Incidents (including those listed above), and Customer is responsible for purchasing,
implementing, and monitoring such Services for potential Security Incidents as appropriate based
on Customer’s use of the Services.
(3)
Other than as included with and permitted by those Services Customer purchases,
Business Associate undertakes no obligation to report unsuccessful security incidents or to
monitor Customer’s Services. Business Associate undertakes no obligation to report network
security related incidents which occur on the FluentStream managed network but do not directly
involve Customer’s Hosted System. Where Customer has purchased Services or devices which include
reporting on network and system security events, the parties hereto agree that the following are
illustrative examples of unsuccessful security incidents which, when they do not result in the
unauthorized access, use, disclosure, modification or destruction of PHI need not be reported by
Business Associate: pings against network devices, port scans, attempts to log on to a system or
database with an invalid password or username, malware.
(e)
Business Associate agrees to obtain from any agent, including a subcontractor to whom it
provides Protected Health Information, reasonable assurances that it will adhere to the same
restrictions and conditions that apply to Business Associate under this HIPAA Addendum with respect to
such information.
(f)
All Protected Health Information maintained by Business Associate for you will be
available to you in a time and manner that reasonably allows you to comply with the requirements under
45 CFR § 164.524. Business Associate shall not be obligated to provide any such information directly to
any Individual or person other than you.
(g)
All Protected Health Information and other information maintained by Business Associate
for you will be available to you in a time and manner that reasonably allows you to comply with the
requirements under 45 CFR § 164.526.
(h)
You acknowledge that Business Associate is not required by this HIPAA Addendum to make
disclosures of Protected Health Information to Individuals or any person other than you, and that
Business Associate does not, therefore, expect to maintain documentation of such disclosure as described
in 45 CFR § 164.528. In the event that Business Associate does make such disclosure, it shall document
the disclosure as would be required for you to respond to a request by an Individual for an accounting
of disclosures in accordance with 45 CFR §164.504(e)(2)(ii)(G) and §164.528, and shall provide such
documentation to you promptly on your request. In the event that a request for an accounting is made
directly to Business Associate, Business Associate shall, within 2 Business Days, forward such request
to Customer.

3.
Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this
HIPAA Addendum or other portion of the Agreement, Business Associate may use or disclose Protected Health
Information to perform functions, activities, or services for, or on behalf of, you as specified in the
Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by you.

4.
Specific Use and Disclosure Provisions. Except as otherwise limited in this HIPAA Addendum
or other portion of the Agreement, Business Associate may:

(a)
use Protected Health Information for the proper management and administration of
Business Associate or to carry out its legal responsibilities;
(b)
disclose Protected Health Information for the proper management and administration of
Business Associate, provided that disclosures are (i) Required By Law, or (ii) Business Associate
obtains reasonable assurances from the person to whom the information is disclosed that it will remain
confidential and used or further disclosed only as Required By Law or for the purpose for which it was
disclosed to the person, and the person will notify Business Associate of any instances of which it is
aware in which the confidentiality of the information has been breached; and
(c)
use Protected Health Information to report violations of law to appropriate Federal and
State authorities, consistent with §164.502(j)(1).

5.
Your Obligations. You shall notify Business Associate of:

(a)
any limitations(s) in your notice of privacy practices in accordance with 45 CFR §
164.520 to the extent that such changes may affect Business Associate’s use or disclosure of Protected
Health Information;
(b)
any changes in, or revocation of, permission by Individual to use or disclose Protected
Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of
Protected Health Information; and
(c)
any restriction to the use or disclosure of Protected Health Information that you have
agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business
Associate’s use or disclosure of Protected Health Information.

You agree that you will not request Business Associate to use or disclose Protected Health Information in any
manner that would not be permissible under the Privacy Rule if done by you.

You agree to comply with those security obligations identified in the Terms of Service, and to implement,
purchase, or maintain appropriate safeguards (including security appliances, services, and practices) as
required for you to comply with the Security and Privacy rules as applicable to you.

6.
HIPAA Addendum Term and Termination.

(a)
The term of this HIPAA Addendum shall continue for the term of the Agreement to which
this HIPAA Addendum is incorporated by reference, and following termination of such Agreement until all
Protected Health Information is destroyed or returned to you or your designee.
(b)
If Business Associate materially breaches the terms of this HIPAA Addendum, then you may
terminate any related Services Agreement(s).
(c)
Upon termination of the Agreement for any reason Business Associate shall destroy all
Protected Health Information which remains on your Service or otherwise in Business Associates
possession. This provision shall apply to Protected Health Information that is in the possession of
subcontractors or agents of Business Associate as well as Business Associate itself. Business Associate
shall retain no copies of the Protected Health Information. In the event that Business Associate
determines that destroying the Protected Health Information is infeasible, Business Associate shall
promptly provide you notification of the conditions that make destruction infeasible. Business Associate
shall extend the protections of this Agreement to such Protected Health Information and limit further
uses and disclosures of such Protected Health Information to those purposes that make the destruction
infeasible, for so long as Business Associate maintains such Protected Health Information. You shall
bear the cost of storage of such Protected Health Information for as long as storage by Business
Associate is required. This Section does not require Business Associate to segregate any Protected
Health Information from other information maintained by you on Business Associate’s servers and Business
Associate may comply with this requirement by returning or destroying all of the information maintained
on its servers by you. Upon your written request FluentStream shall either physically destroy or
multi-pass wipe any hard drive dedicated to your use, provided that FluentStream may charge you an
additional fee at its then current rates for such additional services.
(d)
If you request contemporaneously with any termination event or notice, Business
Associate will allow you to have access to your Service for a reasonable period of time following
termination as necessary for you to retrieve or delete any Protected Health Information at your then
current monthly recurring rate; provided, however, that if the security of your servers has been
compromised, or the Agreement was terminated for your failure to use reasonable security precautions,
FluentStream may refuse to allow you to have access to your Service but will use reasonable efforts to
copy your data onto media you provide to FluentStream, and will ship the media to you at your expense.
FluentStream’s efforts to copy your data onto your media shall be billable at an hourly rate.

7. Miscellaneous.
- (a)
  Amendment. Each of us agrees to take such action as is reasonably necessary to
  amend this HIPAA Addendum from time to time as is necessary for you to comply with the requirements of
  HIPAA as they may be amended from time to time; provided, however, that if such an amendment would
  materially increase the cost of Business Associate providing service under the Agreement, Business
  Associate shall have the option to terminate the Agreement on 30 days advance notice.
- (b)
  Survival. Our respective rights and obligations under this HIPAA Addendum shall
  survive the termination of the Agreement.
- (c)
  Interpretation.Any ambiguity in the Agreement shall be resolved to permit you to
  comply with HIPAA and the Privacy Rule.