Terms of Service

Version: October 1, 2026

These Terms of Service govern the business products and services supplied by TeleData Services LLC ("TDS," "we," or "us") to the customer identified in an accepted quote, proposal, service order, project agreement, or statement of work ("Customer" or "you"). TDS Hosted, TDS AI Voice Agent, Secure support plans, and Guardian managed service plans are services of TeleData Services LLC. They are not separate contracting entities.

1. Agreement, orders, and scope

1.1 Agreement. These Terms, the accepted order and its schedules (collectively, the "Order"), and any applicable signed addenda constitute the "Agreement." An Order must identify the purchased services, equipment, quantities, locations, prices, initial term, and applicable support coverage. Only purchased services and expressly included features are covered. Each quote, proposal, service order, project agreement, statement of work, and change order issued by TDS and accepted on or after the Version date above incorporates these Terms by reference, whether or not the Terms are attached, unless the Order expressly states otherwise. The version that applies is the one posted at teledataserve.com when the Order is accepted by an authorized representative through signature or another documented electronic acceptance process. Posting this version does not retroactively amend an existing agreement.

1.2 Priority of documents. Applicable law controls. A signed business associate agreement ("BAA") or data processing agreement ("DPA") controls its specific data protection subject matter. A negotiated amendment signed by both parties controls the provisions it expressly changes. An accepted Order controls its specific commercial terms and any expressly identified departures from these Terms; otherwise, these Terms control. A third-party financing agreement controls the Customer's obligations to the financing company. General marketing statements do not expand the purchased scope or create a service guarantee.

1.3 Business use and authority. These Terms are intended for business transactions. Customer represents that the person accepting the Agreement has authority to bind Customer. Consumer or residential transactions require appropriate additional terms; no nonwaivable consumer right is excluded by this Agreement.

1.4 Definitions. "Business Day" means Monday through Friday, excluding United States federal holidays. "Business Hours" means 9:00 a.m. to 5:00 p.m. Eastern Time on Business Days, unless the Order states different coverage. References to days mean calendar days unless stated otherwise. "Customer Data" includes Customer-provided information and information processed on Customer's behalf through the services.

2. Commencement, contract terms, and renewal

2.1 Initial term. The initial committed term is stated in the Order. Available service terms may include 12, 36, or 60 months. A monthly invoice or monthly payment schedule does not convert a fixed-term commitment into a month-to-month agreement. Where an Order omits the term, no fixed commitment longer than one month will be inferred, except that an addition to an existing fixed-term agreement follows Section 2.8.

2.2 TDS Hosted, managed services, and door access control commencement. Recurring billing and the initial service term for TDS Hosted subscriptions, managed service (MSP) subscriptions, including all Guardian plans, and door access control subscriptions, including Brivo, begin on the installation date. The installation date is the date the ordered service has been installed or onboarded and made available for Customer's use. TDS will document that date. Equipment delivery, number reservation, account setup, or preparatory provisioning alone does not establish the installation date. Separately authorized deposits, equipment purchases, and setup work may be invoiced earlier as stated in the Order.

2.3 On-premises phone systems. Recurring billing and the initial term for an on-premises phone system begin only when the system has been installed and Customer has signed the applicable Delivery and Acceptance acknowledgment ("D&A"). Customer will promptly inspect and test the installation and will not unreasonably withhold the D&A for conforming work. Identified material installation defects must be addressed before acceptance. This provision does not postpone expressly agreed equipment deposits, completed project milestones, or obligations under a separate financing agreement.

2.4 Other services and phased projects. AI services, maintenance, warranty plans, Secure plans, and other recurring services not covered by Section 2.2 begin on the start date expressly stated in the Order or, if no date is stated, when the purchased service is made available and TDS notifies Customer. On-premises phone system maintenance purchased with a new installation begins no earlier than the installation and signed D&A unless separately purchased coverage for an existing system is expressly authorized. Different project phases may have separately documented start dates. Adding a service does not restart or extend an existing term unless the parties expressly agree; additions follow Section 2.8.

2.5 Automatic renewal for the original term. Unless the accepted Order expressly provides otherwise, each recurring service purchased for a fixed term will automatically renew upon expiration for successive periods equal in length to that service's original fixed term, subject to Section 2.6 and applicable law. For example, a service purchased for an original 36-month term will renew for successive 36-month terms. Automatic renewal will not occur if either party provides written notice of nonrenewal at least 90 days before the current term expires, or Customer timely elects month-to-month continuation under Section 2.7. Customer notices must follow Section 3.1; TDS notices must follow Section 2.6. This provision applies to TDS Hosted, recurring on-premises phone system services and maintenance, optional warranty coverage, TDS AI Voice Agent, Secure and Secure Stack plans, Guardian plans, and other recurring licenses and subscriptions identified in the accepted Order. Each service renews according to its own stated term unless the Order expressly establishes a common renewal date; services added under Section 2.8 renew as provided in Section 2.8. Renewal pricing: for unchanged quantities and scope, TDS may increase the recurring service rates for a renewed fixed term by up to 20% of the rates in effect immediately before renewal, provided the new rates are stated in the renewal reminder described in Section 2.6(c). Customer may avoid the renewal pricing by giving timely nonrenewal notice or electing month-to-month service under Section 2.7. If no increase is stated in the renewal reminder, the existing rates continue. The rates that apply at renewal remain fixed throughout the renewed term, and any other change to renewal pricing requires express written agreement. Taxes and separately disclosed regulatory assessments remain governed by Section 4.3. Section 4.6 does not authorize increases during an initial or renewed fixed term. Equipment rentals, rent-to-own installments, and third-party financing follow their separately stated terms. An outright equipment purchase or fully paid rent-to-own purchase does not renew; completed equipment installments do not continue merely because an associated service renews. TDS will not enforce an automatic fixed-term renewal when a legally required condition for enforcement has not been satisfied. Continued use or payment alone does not cure a failure to provide a mandatory renewal reminder. Except for renewal pricing properly stated in a renewal reminder under this section or a month-to-month adjustment properly noticed under Section 4.6, a failure to respond does not itself authorize a price increase.

2.6 Renewal Reminders, Electronic Consent, and Delivery of Notices.

(a) Consent to Electronic Notices. To the extent permitted by applicable law, Customer expressly consents to receive notices concerning this Agreement by email at the notice email address designated in the accepted Order or subsequently updated by Customer in writing. This consent includes renewal reminders, nonrenewal notices, billing notices, default notices, termination notices, and notices of proposed changes to the Agreement.

(b) Permitted Delivery Methods. Subject to subsection (c), TDS may deliver notices by standard email, an electronic delivery service that maintains transmission or delivery records, certified mail with return receipt requested, or personal service. TDS may use more than one method. Customer must maintain current email and mailing addresses and promptly notify TDS of changes.

(c) Mandatory Legal Requirements. Notwithstanding any other provision of this Agreement, where applicable law requires a particular delivery method, notice period, notice content, or verification of receipt, TDS shall comply with those requirements. For contracts subject to New York General Obligations Law Section 5-903, TDS shall provide the required renewal reminder by personal service or certified mail within the statutory period of 15 to 30 days before Customer's nonrenewal-notice deadline. Where that deadline is 90 days before expiration, the corresponding reminder window is 105 to 120 days before expiration. An email copy may also be provided. TDS will also provide applicable personal-property lease renewal notices under Section 5-901. An automatic renewal will not be enforced where a legally required condition for enforcement has not been satisfied. For every service that renews automatically, TDS will send a renewal reminder 105 to 120 days before expiration, using a delivery method permitted by Section 2.6(b) or, where Section 5-903 applies, personal service or certified mail. Each renewal reminder will identify the affected service, current expiration date, renewal length, exact nonrenewal deadline, current recurring rate, any renewal rate under Section 2.5, any proposed month-to-month rate under Section 4.6, and instructions for cancellation or an eligible month-to-month election. If a reminder that is not required by law is not sent, the service still renews under Section 2.5 but at the existing rates. Certified email is not a substitute for certified postal mail or personal service where Section 5-903 requires those methods.

(d) Delivery Records and Limitations. TDS may retain copies of notices and available transmission, delivery, acknowledgment, and receipt records. Electronic records may be used as evidence to the extent permitted by law but do not waive mandatory delivery requirements or conclusively establish receipt. An email known to have failed delivery will not be treated as delivered merely because it was sent.

(e) Other Notice Requirements. This section governs notices from TDS to Customer. Customer's cancellation and nonrenewal notices remain subject to the Agreement's separate 90-day notice and delivery requirements in Section 3. This section does not authorize email service of a summons, complaint, or other legal process contrary to applicable procedural law.

2.7 Customer election of month-to-month service. Customer may elect to continue an eligible recurring service on a month-to-month basis after its current fixed term expires by providing written notice through either method in Section 3.1 at least 90 days before expiration. The notice must identify the affected service and expressly request month-to-month continuation instead of fixed-term renewal. A timely election prevents automatic fixed-term renewal of that service. TDS will acknowledge the election and confirm the applicable monthly rate and commencement date; a delayed acknowledgment does not invalidate an otherwise timely election. This election concerns recurring TDS services and does not alter separate equipment or financing obligations. Month-to-month continuation begins immediately after the current fixed term expires and does not release obligations arising during that fixed term. Unless a rate adjustment has been properly implemented under Section 4.6, the existing recurring service rate continues. No automatic increase applies merely because Customer elects monthly service. A late request does not automatically undo an otherwise valid fixed-term renewal, but the parties may agree in writing to a later conversion. TDS may not rely on this provision to enforce an otherwise unenforceable renewal. Once monthly service begins, cancellation requires 90 days' written notice, except for the price-change cancellation right in Section 4.6, termination for cause, or another contractual or legal exception. The final recurring charge is prorated through the effective termination date. No early-termination charge for future fixed-term months applies to month-to-month service. Services originally purchased month to month, or with no stated fixed term, remain monthly unless the parties expressly accept a fixed-term Order; the same cancellation rules apply. Section 4.6 does not independently authorize increases for a service that has never had a fixed term. Fallback month-to-month service: if an automatic fixed-term renewal cannot be enforced because a mandatory renewal condition was not satisfied, the affected service does not renew for a fixed term and instead continues month to month after expiration at the existing recurring rate, under the cancellation rules in this section. TDS may then increase the recurring rates for covered subscriptions and services under Section 4.6 by up to 20%, effective no earlier than 90 days after TDS gives written notice of the increase, and Customer may cancel before the increase takes effect without charge.

2.8 Additions to an existing agreement. If Customer has an active fixed-term agreement with TDS for services or recurring services and orders additional recurring services, licenses, users, or locations, the additions are added to that existing agreement. Each addition's term ends on the same date as the current term of the existing fixed-term service it supplements or, if it does not supplement a specific service, the latest-expiring fixed-term service under that agreement, unless the Order for the addition expressly states a different term. Recurring charges for additions are prorated for any partial first month. Additions do not restart or extend the existing term. At that end date, unless the addition's Order states otherwise, the addition follows the service it is aligned with: it renews for the same renewal length under Section 2.5, continues month to month under Section 2.7, or ends. An early-termination charge for an addition under Section 3.3 is calculated only through its aligned end date. The addition itself is governed by these Terms; existing services remain governed by the terms that already apply to them. If Customer's existing recurring services are month to month, additions are also month to month unless the Order states a fixed term. One-time charges, equipment purchases, equipment rentals, rent-to-own installments, and third-party financing follow their own stated terms.

3. Cancellation, nonrenewal, and early termination

3.1 Required notice. Customer must provide at least 90 days' written notice before the current fixed term expires to prevent automatic fixed-term renewal under Section 2.5. Customer may request termination at expiration or elect month-to-month continuation under Section 2.7. Cancellation during an initial or renewed fixed term, or during month-to-month service, also requires at least 90 days' written notice, except termination for cause, the price-change cancellation right in Section 4.6, another exception expressly stated in this Agreement, or a shorter period required by law. Providing notice during a fixed term does not eliminate a lawful early-termination charge for its unexpired portion. Send notice by either of these methods:

• Certified mail, return receipt requested, addressed to TeleData Services LLC, Attention: Contract Cancellation, 527 Townline Road, Ste. 206, Hauppauge, NY 11788; or

• Email to helpdesk@teledataserve.com, with billing@teledataserve.com copied on the same message.

The notice must identify Customer, the account or Order, the affected services, the requested termination or month-to-month commencement date, and the authorized sender. Telephone calls, text messages, stopping payment, equipment returns, and number-porting requests alone are not cancellation notices. A notice is effective when delivered to the stated mailing address or received in the designated email systems; an email rejected as undeliverable is not received. TDS's acknowledgment is helpful but is not a condition of an otherwise valid notice. Customer should retain delivery evidence. TDS will send its nonrenewal notices to Customer's designated notice contact in accordance with Section 2.6, including any delivery method required by applicable law.

3.2 Effective date. Timely nonrenewal notice ends the affected service at expiration unless Customer elects month-to-month continuation under Section 2.7. If Customer does not provide timely notice or make a timely monthly election, the service renews under Section 2.5, provided all applicable renewal requirements have been satisfied; if they have not been satisfied, the service continues as fallback month-to-month service under Section 2.7. A convenience termination during an initial or validly renewed fixed term is subject to Sections 3.3 through 3.5. For month-to-month service, termination takes effect when the applicable notice period expires, subject to the stated exceptions. TDS may agree to stop service sooner, but doing so does not waive amounts otherwise lawfully due. Charges for a notice period and an early-termination charge must not overlap for the same service and period.

3.3 Early-termination charge. If Customer terminates a committed service before its expiration without a contractual or statutory right to do so without charge, or TDS terminates that service for Customer's uncured material breach, Customer owes an early-termination charge equal to the sum of the contracted fixed monthly recurring charges that would have become due for that service during the unexpired portion of the then-current committed term. Use the actual contracted rates, including applicable contractual discounts, rather than an undiscounted retail rate. Prorate any partial month. Exclude taxes, FCC-related regulatory charges, Federal Universal Service Fund (FUSF) charges, comparable government or regulatory pass-through assessments, and estimated future usage, overages, or unperformed time-and-materials work. Amounts already paid for the same future period must be credited.

3.4 Calculation and limits. TDS will provide an itemized calculation. The charge is intended to reasonably compensate TDS for the committed transaction, reserved resources, and unrecovered costs, rather than impose a penalty. Any discounting, mitigation, avoided-cost credit, or other adjustment required by applicable law will be applied. TDS may not recover twice for the same loss through accelerated charges, equipment payments, replacement charges, restocking charges, or another remedy. If the agreed charge is unenforceable, TDS may seek provable damages available under applicable law, without collecting both forms of recovery.

3.5 Separate equipment obligations. Valid accrued charges, authorized project work, equipment purchases, and equipment-return obligations remain payable or enforceable as applicable. The rent-to-own return election in Section 10 controls instead of accelerating returned equipment's remaining installments. Separate financing obligations are determined by the financing agreement. A reduction in committed quantities may be treated as termination of the removed committed units, with the same calculation and protections, unless an Order permits that reduction.

3.6 Termination for TDS breach. Customer may terminate an affected service without an early-termination charge if TDS materially breaches the Agreement and fails to cure within 30 days after written notice describing the breach, subject to any shorter mandatory legal period. TDS will refund prepaid fees attributable to the unprovided period of that service. A BAA may provide separate termination rights. TDS may decline renewal on 90 days' notice but will not terminate a fixed term for its convenience before expiration unless the parties agree or another provision permits termination.

4. Billing, payment, and disputes

4.1 Charges and deposits. Customer will pay the prices, deposits, milestones, and approved expenses stated in the Order. Recurring services are generally invoiced monthly in advance; usage and authorized additional work are generally invoiced in arrears. Payment is due on the date agreed in the Order or invoice, without shortening an agreed payment period. If neither specifies a due date, payment is due 30 days after the invoice date. Except as provided in Section 12.3, a deposit is credited against the corresponding charges and is not a second fee. Any retained cancellation amount must be authorized by this Agreement or the Order and permitted by law.

4.2 Payment methods. ACH automatic payment is the preferred recurring payment method. TDS may also accept credit or debit cards. Payment by check or another invoicing arrangement requires written approval. Automatic payments require the separate authorization described in Section 4.7; accepting these Terms alone does not authorize account debits. Revocation stops debits as legally required but does not cancel the Agreement or discharge amounts due; Customer must arrange another accepted payment method. Any payment-processing surcharge must be separately disclosed and legally permitted.

4.3 Taxes and assessments. Customer is responsible for applicable taxes and properly disclosed service assessments, excluding taxes on TDS's net income. Provider-imposed administrative or recovery fees must be identified as such and must not be represented as government-mandated taxes. Exemptions require valid documentation. Changes in actual taxes or legally applicable assessments may be reflected when effective.

4.4 Billing disputes. Customer must notify billing@teledataserve.com, copying helpdesk@teledataserve.com, within 30 days after the invoice date, identifying the disputed amount and reason. Customer must pay undisputed amounts on time. TDS will investigate in good faith and provide a reasonably supported response. While a timely, good-faith dispute is under review, TDS will not assess late charges on the genuinely disputed amount or suspend service solely for nonpayment of that amount. An amount determined to be due is payable within 15 days after the written resolution. Failure to dispute within 30 days constitutes acceptance of the invoice to the extent permitted by law, but does not waive rights that cannot lawfully be waived or bar correction of fraud, duplicate payments, or demonstrable billing errors.

4.5 Late amounts and collection costs. Undisputed overdue amounts may accrue a simple late charge of the lesser of 1.5% per month or the maximum lawful rate, without compounding. No charge will be imposed where prohibited. Customer is responsible for reasonable, documented collection costs and attorneys' fees incurred to collect amounts properly due, only to the extent allowed by law and awarded or otherwise enforceable. Returned-payment fees, if any, must be disclosed in the Order and lawful. No provision restricts a legally protected payment-dispute right.

4.6 Pricing adjustments during month-to-month service after a fixed term.

(a) Covered services. After an initial or renewed fixed term expires and the service continues month to month under Section 2.7, whether by Customer election or as fallback month-to-month service, TDS may adjust the fixed monthly recurring rates for covered licenses, subscriptions, and support plans in response to market conditions, including changes in supplier costs, labor costs, and the cost of providing the service. Covered services include S1, S3, S5, and S7 licenses; call center services; virtual fax and e-fax services; call recording; voicemail transcription and voicemail-to-email; all TDS AI Voice Agent tiers; TDS Teammate; Microsoft Teams subscriptions; all Guardian tiers; optional warranty plans; device and lifecycle support plans; all TDS Secure plans; Brivo door access subscriptions; and other recurring software licenses, subscriptions, or support plans identified in the accepted Order. The adjustment is a prospective service-price change, not a late fee or penalty for declining a new fixed term.

(b) Amount and frequency. For unchanged service scope and quantities, each covered recurring rate may increase by no more than 20% of its then-current rate, no more than once in any rolling 12-month period. An increase is discretionary, not automatic. The first increase may take effect no earlier than the day after the applicable fixed term expires and only after the required notice. Each later increase must be at least 12 months after the preceding increase for that rate. An unused increase cannot be carried forward or combined with a later increase, and changes in the calendar year do not reset the limit. This clause does not authorize increases during an initial or renewed fixed term. If the parties accept a new fixed-term Order, its agreed pricing controls throughout that term. These adjustment provisions apply again only if the service subsequently transitions to eligible monthly service under Section 2.7.

(c) Exclusions and separate charges. The 20% limit applies to covered recurring rates, not to taxes, separately itemized FCC-related assessments, Federal Universal Service Fund (FUSF) charges, E-911 charges, or other separately itemized regulatory charges. Those excluded charges may change only as lawfully imposed or expressly permitted under the Agreement, with required disclosures and advance notice. A TDS-imposed recovery fee is not a government-mandated tax and must be accurately identified. TDS will not reclassify an ordinary service-price increase as an excluded fee to avoid the cap. Customer-authorized additions, quantity changes, and actual usage may change an invoice total without being a rate increase for unchanged service. This clause does not independently authorize changes to metered usage rates, one-time labor rates, equipment purchase prices, rent-to-own installments, or financing payments. Such changes or obligations remain subject to their applicable agreed terms.

(d) Advance notice and cancellation. TDS shall give written notice under Section 2.6 identifying the affected services, current and new rates, percentage increase, effective date, and cancellation option. An increase taking effect at the transition from a fixed term requires written notice at least 105 days before expiration, which TDS may include in the renewal reminder under Section 2.6(c); a later increase during month-to-month service requires at least 90 days' advance notice. Any longer period or additional delivery requirement imposed by law controls. No increase is retroactive. If timely notice was not provided, the existing rate continues until the applicable notice period has elapsed. A proposed monthly-rate notice does not itself convert a service to month-to-month status or change pricing for a fixed-term renewal. Customer may reject the increase by sending written cancellation notice through either method in Section 3 before the increase takes effect. As a specific exception to the ordinary 90-day cancellation period, that cancellation may take effect immediately before the increase, without an early-termination charge solely for rejecting the increase. Properly accrued charges and separate equipment or financing obligations remain payable. If service continues after a properly noticed increase takes effect and Customer has not canceled, the new rate applies to the extent permitted by law; any affirmative consent required by law must still be obtained.

4.7 Credit and Billing Consent.

(a) Business credit review. By accepting this Agreement through an authorized representative, Customer authorizes TDS to verify Customer's business identity and obtain business credit information and trade references reasonably necessary to evaluate the requested payment terms, establish credit limits, and review the existing commercial account. TDS will use that information for legitimate account and credit administration and protect it in accordance with applicable law. Any required adverse-action notices will be provided. A new deposit, credit restriction, or change from invoicing to prepayment must be disclosed before acceptance or separately agreed for an existing fixed-term Order, except as expressly permitted by the Agreement or law.

(b) Personal credit and financing. This business authorization does not authorize a personal consumer-credit inquiry concerning an owner, officer, employee, or guarantor and does not create a personal guaranty. Any such inquiry requires a lawful permissible purpose and separate written authorization from the individual whose report is requested. A personal guaranty, if required, must be separately and expressly accepted. A financing provider's application, disclosures, credit authorizations, and financing agreement are separate from this Agreement; TDS does not guarantee approval.

(c) Billing consent. Customer authorizes TDS to issue invoices for accepted Orders, authorized additions and work, measured usage, disclosed taxes and assessments, and other amounts properly payable under this Agreement, including price adjustments validly implemented under Section 4.6. Customer consents to electronic billing at its designated billing email address and will keep that address current. This consent does not approve unrequested services, undisclosed charges, or an automatic payment without the separate authorization below. Invoice disputes remain governed by Section 4.4, subject to nonwaivable rights.

(d) Separate automatic-payment authorization. If Customer elects automatic payment, an authorized bank-account holder or cardholder must separately sign or electronically authenticate an authorization identifying the payment method, the charges covered, payment frequency or triggering event, debit or charge timing, how variable amounts will be determined and disclosed, and how to revoke authorization. TDS will provide a copy. Subject to that authorization and applicable payment-network rules, TDS and its payment processor may charge only amounts properly due within its scope. One-time charges, deposits, equipment charges, or final balances require coverage by that authorization or separate payment approval. Customer represents that the person authorizing payment has authority over the designated account or card.

(e) Notices, revocation, and disputes. TDS will provide invoices and payment notices within the time required by the authorization, applicable law, and payment-network rules. Where consumer-account electronic-transfer rules apply, TDS will obtain the required signed or similarly authenticated authorization and provide required advance notice of varying transfers, ordinarily at least 10 days before the transfer unless a legally valid agreed-range option applies. Customer may revoke automatic payment by notifying billing@teledataserve.com, copying helpdesk@teledataserve.com, or by another method required by law or the authorization. The Agreement's 90-day cancellation period does not apply to payment-authorization revocation. TDS will stop future charges promptly as legally required; revocation does not cancel service or excuse valid balances. Nothing in these Terms waives lawful stop-payment, unauthorized-transaction, error-resolution, or chargeback rights. Correcting or disputing a payment does not by itself determine whether the underlying contractual charge is valid.

(f) Payment information. Payment credentials must be supplied through TDS's designated secure payment process rather than ordinary email. TDS and its payment processors may retain appropriate payment tokens, authorization records, and transaction information as needed to process authorized payments, administer the account, address disputes, and satisfy applicable legal requirements, subject to the Agreement's privacy and security provisions. Customer must promptly report compromised or outdated payment information and arrange a valid replacement payment method.

5. Labor rates, travel, and additional charges

Unless a different rate is expressly stated in the accepted quote, proposal, project agreement, or change order, the following rates apply to authorized work outside included coverage:

Applicable onsite rate. The onsite rate within the range above depends on the type of service performed. TDS will state the applicable rate in the Order or quote, or disclose it before the work is scheduled.

After-hours work. All onsite and remote work performed outside Business Hours, including weekends and federal holidays, is billed at 1.5 times the applicable rate stated in the accepted quote or proposal, or in the table above if no rate is stated. This includes installations, service calls, troubleshooting, and remote support. After-hours work must be approved in advance, unless it is expressly included in a purchased plan.

After the onsite minimum, ordinary onsite labor is billed for actual elapsed time unless the Order discloses another increment. Ordinary remote support is billed for actual elapsed time unless the Order states a minimum or increment. AI work follows its separate minimums and whole-hour overage rule. Included support hours and covered replacement labor are not charged again. Dispatch, after-hours work, overtime, expedited shipping, additional materials, and similar charges require prior disclosure and authorization. An Order's expressly stated labor rate overrides these defaults for the work it covers.

Travel charges. Onsite visits to locations more than 10 miles from TDS's office at 527 Townline Road, Ste. 206, Hauppauge, NY 11788 are subject to a travel charge of at least $50.00 each way. Service outside New York State is subject to a trip charge covering actual travel expenses, which may include airfare, lodging, tolls, ferries, and similar costs. TDS will provide an estimate of out-of-state trip charges for Customer's approval before booking travel.

Other standard charges. The following charges apply when incurred, unless the Order states otherwise:

TDS will identify material work outside scope and obtain written authorization for additional charges before proceeding. An authorized Customer contact may approve work by email. Emergency spending authority must be separately agreed; urgency alone does not authorize unlimited charges.

6. Customer cooperation and project responsibilities

Customer will provide lawful site access, suitable power and internet service, reasonably secure working conditions, necessary landlord permissions, authorized contacts, accurate requirements, and timely access to required systems and vendor support. Customer must identify hazardous conditions, concealed utilities, restricted areas, and relevant facility rules before work begins. Cabling, electrical work, permits, lifts, construction, and remediation are included only if listed in the Order and will be performed by appropriately qualified personnel where required.

Customer is responsible for its business decisions, authorized-user activity, access permissions, and the accuracy of information it supplies. TDS remains responsible for its own contractual duties. Customer-caused delays may reasonably extend delivery dates and result in previously disclosed, documented rescheduling or storage charges. They do not create a deemed D&A signature. Material changes to scope, integration requirements, equipment, or assumptions require a written change order stating the price and schedule effects.

7. TDS Hosted, telephone numbers, and emergency calling

7.1 Service dependencies. TDS Hosted depends on electricity, compatible equipment, internet connectivity, carrier networks, and properly configured services. Power, internet, carrier, equipment, or security interruptions may affect voice quality, availability, and emergency calling. Customer should maintain an appropriate alternative means of contacting emergency services. TDS does not guarantee uninterrupted calls or that every attempted call will connect.

7.2 Emergency calling configuration. TDS will identify supported emergency-calling capabilities for the purchased service and provide required disclosures and acknowledgments. Customer must supply and maintain accurate registered and dispatchable location information where required, promptly report device moves or location changes, and follow instructions for confirming updated configuration. Desk phones, softphones, mobile clients, and remote users may have different capabilities; support must be verified for each deployment. Emergency calling may be delayed or unavailable during an outage or when required configuration is incomplete. Do not conduct a test call to 911 without coordinating an approved test procedure.

7.3 Required safeguards. Each party remains responsible for emergency-calling obligations legally applicable to its role, including applicable requirements for multi-line systems, direct 911 dialing, notification, and dispatchable location. Customer must inform affected users of material limitations. These Terms do not waive duties that TDS cannot lawfully disclaim. AI answering and routing features are not emergency dispatch services and must not obstruct a telephone system's required emergency-calling functions.

7.4 Number management. Customer must provide accurate porting authorization and account information. Port dates depend on the participating carriers and are estimates unless expressly guaranteed. TDS will reasonably cooperate with lawful porting requests and will not improperly withhold a number solely to collect a debt. Porting a number does not by itself cancel an Order, waive notice, or release a contractual payment obligation. Customer should complete required ports before disconnection; numbers may become unavailable after lawful service termination and applicable carrier processes.

7.5 Security and usage. Customer must protect credentials and promptly report suspected toll fraud, compromised accounts, or stolen equipment. TDS and Customer will reasonably cooperate to restrict abuse. Responsibility for disputed fraudulent usage will be determined from applicable law, the Order, and the parties' respective conduct; Customer is not made automatically responsible for fraud caused by TDS's breach. Approved AI routing, transfers, appointment reminders, and messaging are permitted only within the purchased scope and applicable legal requirements. International use, high-volume campaigns, and unusual calling patterns require approval where identified in the Order.

8. Equipment categories, ownership, and risk

Every Order should distinguish purchased equipment, TDS rentals, TDS rent-to-own equipment, third-party leased or financed equipment, and temporary loaners. Title to purchased equipment transfers upon payment in full unless the Order states otherwise. TDS-owned rentals and loaners remain TDS property. Rent-to-own title transfers only as stated in Section 10. A financing company's agreement determines title to its equipment.

For equipment shipped by TDS, risk of physical loss transfers on delivery to Customer's designated location, without eliminating TDS's obligation to address shipping damage or nonconforming delivery. Customer is responsible for reasonable care thereafter, subject to the applicable warranty and coverage. Customer may not sell, pledge, remove ownership labels from, or transfer possession of equipment it does not own without written authorization. Equipment may include products from Yealink, Cisco, Grandstream, Avaya, HP, Poly/Polycom, and other manufacturers. Brand names do not create an additional manufacturer warranty or imply that a manufacturer is a party to this Agreement.

9. TDS equipment rentals

9.1 Rental term and return. Rental equipment, including Yealink T46U phones rented for 60 months where stated in the Order, remains TDS property. The Order identifies the rental term, monthly charge, and any renewal. Upon expiration or termination of the applicable rental, Customer must promptly return all rented equipment to the return location designated by TDS, in good working condition except for normal wear and tear. Customer is responsible for secure packaging and return shipping unless coverage includes it. TDS will provide reasonable return instructions.

9.2 Unreturned phones. Beginning immediately after the rental ends, Customer will owe a holdover rental charge of $5.00 per phone per month, or the different holdover rate expressly listed in the Order, prorated by day, until the phone is returned or its replacement charge is paid. If a phone has not been returned within 30 days after expiration or termination, TDS may invoice its replacement charge. The replacement charge for a Yealink T46U is $240.00 per phone. For other equipment, the model-specific replacement charge stated in the Order applies; if omitted, the charge is the reasonable documented cost of a like-kind, comparable replacement, accounting for condition and age where required by law.

9.3 Loss and damage. Customer is responsible for the applicable replacement charge for rented equipment that is lost, stolen, damaged beyond normal wear and tear, or not returned when required. TDS may charge a reasonable repair cost instead if repair adequately restores the equipment and costs less than replacement. A normal covered equipment failure is handled under the applicable warranty or plan, not treated as Customer damage. No further holdover rental accrues for an item after TDS receives its replacement payment or accepts its return. Full replacement payment satisfies the return obligation for that item; if Customer retains it, TDS will transfer its ownership interest to the extent legally permitted. Any late return accepted after invoicing will result in an appropriate adjustment, subject to lawful, documented loss; replacement and rental amounts will not duplicate recovery for the same loss.

9.4 Early termination. Early termination does not transfer ownership. Customer must return the rented equipment and pay any lawful service and rental commitments under Section 3. TDS will separately itemize equipment and service amounts and apply required credits. Holding equipment beyond the return deadline does not renew a terminated service or authorize continued telephone service.

10. TDS rent-to-own equipment

10.1 Ownership at completion. A rent-to-own Order must identify a 36-month or 60-month term, the equipment, and its separately allocated installment price. After TDS receives all scheduled rent-to-own payments, title automatically transfers to Customer at no additional purchase price, provided the rent-to-own arrangement has not been terminated for an uncured default. A cured default does not prevent transfer. Continuing service, support, and maintenance obligations are separate. Fully paid equipment installments do not automatically renew.

10.2 Early termination election. Before completing the rent-to-own term, Customer may either return all affected equipment promptly, and no later than 30 days after the effective termination date, in good working condition except for normal wear and tear, or purchase that equipment by paying its remaining unpaid rent-to-own balance in full. Accrued installments remain due. If Customer properly elects and completes the return option, future rent-to-own installments for that equipment are not accelerated under Section 3. Separate contracted service charges may still be subject to Section 3.

10.3 Missing or damaged equipment. Customer is responsible for $240.00 per Yealink T46U, or the applicable model-specific replacement charge determined under the Order and Section 9.2, for equipment lost, stolen, damaged beyond normal wear and tear, or not returned when required. TDS will not collect both a full equipment buyout and a replacement charge for the same item. Where full buyout is paid, no return is required and ownership transfers. A payment of damages for lost or damaged equipment does not retroactively create a service renewal.

11. Third-party leasing and financing

Equipment and eligible services may be financed through independent financing providers, which may include providers offered under the Navitas, CIT Financial, or Avaya Financial names, and other providers. The actual legal lessor or lender will be identified in the executed financing documents; availability is not guaranteed, and the list is not exclusive.

Available structures may include a 60-month fair market value (FMV) lease or a 60-month $1 buyout lease, with pricing, credit approval, end-of-term elections, return obligations, ownership conditions, and taxes governed by the financing agreement. An FMV lease does not promise a $1 purchase option. A $1 buyout is available only upon compliance with the financing agreement's payment and exercise requirements. Customer must review that agreement independently.

TDS cannot waive a financing company's rights or cancel its payment obligations without that company's agreement. TDS service cancellation, an equipment return, a warranty claim, or a service dispute does not automatically cancel financing. Once leased equipment has been accepted or installed, any return requires the lessor's applicable authorization. TDS will coordinate an eligible defective-equipment replacement without an additional charge for the replacement item, subject to the applicable warranty. Shipping and labor follow the applicable coverage. Before acceptance, an authorized voluntary return may be subject to Section 12, but only to the extent permitted by the financing documents.

12. Returns, order cancellations, and licenses

12.1 Nondefective on-premises phone equipment. Voluntary returns require TDS's prior written return authorization and must be requested within 30 days after delivery. On-premises phone system equipment is not eligible for a voluntary return once a factory seal has been broken, removed, or damaged, except for a seal opened by TDS solely to inspect or perform agreed installation work where TDS separately agrees to a return. If eligible equipment has shipped, an authorized voluntary return is subject to a restocking charge of 30% of the returned equipment's price, plus Customer's responsibility for the original and return shipping charges. Special-order and noncancelable items must be identified as such before purchase. This policy does not limit remedies for defective or nonconforming goods.

12.2 Defective or incorrect delivery. If equipment supplied by TDS arrives defective, damaged in transit, or materially inconsistent with the Order, TDS will provide a conforming replacement or refund the affected equipment's purchase price. No restocking fee applies, and TDS will arrange or reimburse reasonable required return shipping. Customer should report readily observable defects or shortages within 14 days after delivery or installation, as applicable, with supporting details. That reporting period does not eliminate a valid latent-defect warranty claim or a nonwaivable legal remedy. A broken seal needed to discover or test a defect does not defeat this protection.

12.3 TDS Hosted cancellation before installation. If Customer cancels a TDS Hosted order before installation and service commencement, Customer will be charged: (a) a restocking fee of 30% of the price of all devices supplied by TDS, which may vary depending on the manufacturer and distributor, plus all shipping charges for those devices; (b) $9.99 per telephone number; and (c) $9.99 per subscription service or license. The activation fee and the first month's service deposit stated in the Order are nonrefundable and are retained by TDS if the order is canceled before installation. If installation occurs, the deposit is credited toward the first month's recurring charges. Other amounts Customer has already paid for devices, telephone numbers, and subscription services or licenses, not including the service deposit, will be credited toward these charges, and any remaining excess for those items will be refunded. After installation, service termination follows Section 3. These charges do not apply where the accepted Order or Service Order Agreement expressly states different cancellation terms (for example, month-to-month service with no cancellation fee), or where cancellation results from TDS's uncured material breach.

12.4 Software and licenses. Network equipment licenses, subscriptions, activation keys, and similar manufacturer entitlements are nonrefundable once delivered, activated, or assigned to Customer's account, except to the extent the manufacturer permits a refund or law requires one. TDS will reasonably assist with an eligible request and pass through any refund received for Customer's applicable license, less only previously disclosed, lawful charges. This does not excuse TDS from supplying the license ordered.

12.5 Guardian and TDS AI Voice Agent plans. For Guardian managed service plans and TDS AI Voice Agent plans, all labor performed and work completed, including setup, onboarding, configuration, integration, customization, and support, is payable in full and is nonrefundable. This applies even if Customer cancels the plan or the related project before it is finished. This section does not affect a refund of prepaid fees for work not yet performed where this Agreement expressly provides for one, such as a cancellation caused by TDS's uncured material breach.

13. Manufacturer warranties and ordinary replacements

13.1 Manufacturer coverage. Manufacturer warranty periods commonly range from 90 days to one year, but the particular manufacturer's written terms control and may provide a different period. TDS will identify or make available the applicable warranty information. A manufacturer's warranty is separate from an optional TDS maintenance, advance replacement, or support plan. No blanket exclusion of business customers from available manufacturer coverage applies.

13.2 Standard return process. Unless an applicable plan provides advance replacement or another remedy, Customer must obtain return authorization and ship the affected equipment, at Customer's cost, to the distributor or other authorized location. The distributor may test it and send it to the manufacturer for further testing. If a covered defect is confirmed, the manufacturer will provide the repair or replacement permitted by its warranty without a charge for the covered item; shipping and other excluded charges remain Customer's responsibility. The full replacement or refund protection for defective delivery in Section 12.2 remains separate.

13.3 Timing and labor. The process may take up to approximately 15 Business Days and may take longer depending on Customer cooperation, transit, distributor testing, manufacturer testing, inventory, and other dependencies. This is an estimate, not a maximum turnaround promise. TDS is not responsible merely because those independent processing times exceed an estimate, but remains responsible for its own agreed coordination duties. If no covered defect is found, the equipment may be returned without replacement. Any authorized onsite troubleshooting or reinstallation is billed at the applicable onsite rate under Section 5, and ordinary remote assistance at $175.00 per hour, unless included in a purchased plan or priced differently in the Order. Additional manufacturer diagnostic charges require disclosure and authorization.

14. On-premises phone system maintenance

This section applies only to on-premises phone system customers. It does not establish coverage for TDS Hosted phones, general network equipment, or unrelated systems. Coverage is limited to the inventory and locations listed in the Order. A new installation includes reasonable adjustments and initial-use assistance for three Business Days after the signed D&A, within the original installation scope; additions and redesigns require separate authorization.

TDS may offer As-Needed, Equipment Only, Remote, Premier, and Premier Plus options. The Order must identify the selected option and its covered parts, remote and onsite labor, shipping, response targets, and replacement terms. As-Needed service is billed under Section 5. Equipment Only coverage includes covered replacement parts but not labor unless stated. Remote coverage includes the specified remote services; onsite work and replacement parts require separate coverage or authorization. Premier and Premier Plus include only the onsite, replacement, and priority benefits expressly specified in the Order.

A purchased response commitment must identify whether it means acknowledgment, remote engagement, onsite arrival, shipment, or delivery. Previously accepted express commitments remain governed by the applicable accepted agreement. TDS may supply new or functionally equivalent refurbished replacements where allowed by the Order. A replaced defective item must be returned within 30 days after receipt of the replacement, using any included return label; otherwise, the disclosed model-specific replacement charge may apply. Moves, upgrades, additions, misuse, unsupported third-party modifications, and damage outside covered ordinary failure are excluded unless expressly included. Automatic renewal under Section 2.5, elected monthly continuation under Section 2.7, and the notice rules in Section 3 apply.

15. Optional TDS Hosted phone replacement warranty

15.1 Election and scope. This optional plan applies only when purchased and identified in the Order, and only to the listed TDS Hosted phones and covered ordinary hardware defects. It provides an advance replacement process in place of requiring Customer to wait through the standard one-year manufacturer return process. It supplements applicable manufacturer and statutory rights rather than extinguishing them. The plan's duration, renewal, price, and included shipping and labor are stated in the Order.

15.2 Replacement timing. For a covered request received before 12:00 noon Eastern Time on a Business Day, with the information needed to verify the failure and delivery address, TDS will arrange expedited replacement targeting delivery on the next Business Day. Requests received at or after noon are processed on the next Business Day. Requests received on a weekend are processed on the following Monday, excluding holidays; a holiday request is processed on the next Business Day. A request processed on a later day targets delivery on the Business Day following processing. Delivery depends on carrier coverage, weather, stock, and accurate Customer information; this is a service target unless the Order expressly guarantees delivery and states a remedy. TDS will promptly communicate material delays and available alternatives.

15.3 Conditions. Replacements may be new or functionally equivalent refurbished units. Customer must reasonably assist with remote troubleshooting and return the defective unit within 30 days after receiving the replacement. Lost, stolen, intentionally damaged, or misused equipment and nonreturned exchange units are subject to the applicable model-specific replacement charge. Onsite installation, configuration beyond the replacement, accessories, and noncovered damage are chargeable unless included in the Order. Coverage does not guarantee uninterrupted calling or an identical discontinued model. Sections 2.5, 2.7, and 3 govern automatic renewal, elected monthly continuation, and cancellation.

16. Optional Secure support plans

16.1 Project-specific coverage. Secure Core, Secure Plus, and Secure Complete are optional plans for the services, hardware, locations, and equipment expressly included in the accepted project inventory. Pricing depends on the purchased scope. Covered systems may include TDS Hosted, door access control, security surveillance, computer networks, cabling, printers, and other listed project services. A plan does not automatically cover all equipment at a site or equipment supplied under a different project. Sections 2.5, 2.7, and 3 govern automatic renewal, elected monthly continuation, and cancellation notice.

16.2 Secure Core. Core includes unlimited remote support during Business Hours for covered systems; network, firewall, switch, Wi-Fi, phone, camera, and access-control troubleshooting; routine remote configuration changes and diagnostics; coordination with applicable internet, firewall, and cloud vendors; and proactive monitoring alerts where the covered technology supports them and monitoring has been configured. It excludes onsite support, hardware replacement, and after-hours emergency response. Authorized onsite work is billed at the applicable onsite rate under Section 5 unless the Order states another rate.

16.3 Secure Plus. Plus includes Core benefits, up to six technician-hours of onsite support per calendar month, priority handling of service issues, onsite diagnostics and system adjustments, and a monthly review of recurring issues and performance. Unused onsite hours do not roll over unless the Order states otherwise. Concurrent work by two technicians uses two technician-hours for each elapsed hour. Additional authorized onsite time is billed at the applicable onsite rate under Section 5 unless otherwise agreed. Hardware replacement is not included.

16.4 Secure Complete. Complete includes Plus benefits, including the same six-hour monthly onsite allowance, plus parts replacement for all TDS-provided equipment expressly included in the covered inventory, expedited advance replacement without requiring Customer to await an ordinary manufacturer warranty decision, coordination of replacement and installation, and the highest support priority among these three Secure tiers. Unless the Order expressly includes additional replacement labor, onsite replacement work counts toward the six-hour allowance and excess work requires authorization. Replacement may use a new or functionally equivalent refurbished item. Availability, carrier delivery, site access, and discontinued products may affect completion time; no fixed uptime or delivery guarantee is created without an express service-level agreement.

16.5 Scope boundaries. Unlimited remote support means ordinary support and maintenance of covered, supported systems. It does not include new projects, migrations, major redesigns, new integrations, additions to inventory, software development, remediation of preexisting conditions disclosed before enrollment, or after-hours work unless listed in the Order. Consumables, software licenses, subscriptions, intentional damage, theft, and damage from misuse or events outside ordinary covered hardware failure are excluded from parts replacement unless expressly included. TDS will explain the applicable exclusion and obtain authorization before chargeable work. Included benefits will not be reclassified as extra work merely because a ticket is time-consuming.

17. Guardian managed network plans and service priority

Guardian, Guardian Plus, and Guardian Elite are optional managed network service plans priced according to Customer's needs. Before acceptance, the Order must specify the selected tier, users, devices, sites, supported products, remote and onsite coverage, support hours, response priorities, monitoring, patching, cybersecurity tools, backup coverage, included licenses, and exclusions. A tier name alone does not establish unlimited labor, hardware replacement, 24-hour staffed support, backup coverage, or a guaranteed recovery time. Sections 2.5, 2.7, and 3 govern automatic renewal, elected monthly continuation, and cancellation notice.

Customers with purchased support, warranty, or maintenance plans receive priority in accordance with their Order. Service-impact severity and security urgency may also affect triage. Response, onsite arrival, restoration, and resolution are different measures; a response target is not a promise to resolve every incident within that period. Continuous automated monitoring does not by itself mean continuous staffed helpdesk coverage. Any enforceable availability percentage, response deadline, service credit, or recovery objective must be stated with its measurement and claim procedure in an accepted service-level agreement. Security tools reduce risk but do not guarantee prevention of every intrusion, malware event, or data loss.

18. TDS AI Voice Agent plans, usage, and labor

18.1 Service description. TDS AI Voice Agent is a cloud-based conversational voice service for approved call answering, information, message-taking, routing, and administrative workflows. It is designed to operate around the clock, subject to outages, capacity, configuration, carrier availability, and other limitations in this Agreement. It does not guarantee that every call will be answered or every request completed. The purchased tier and Order determine the enabled functions.

18.2 Starter. Starter provides conversational inbound IVR, answers approved common questions, takes messages, collects appointment requests and sends their details to Customer's designated email address, and warm-transfers calls to designated staff where available. Appointment intake is not a confirmed booking in an external scheduling system unless an expressly purchased integration supports it. A warm transfer depends on the destination answering; Customer must approve a fallback such as voicemail or message intake.

18.3 Pro. Pro includes Starter features and an expressly scoped integration with Customer's supported scheduling system for booking, rescheduling, and confirming appointments, with approved SMS or email confirmations and reminders. Calendar actions depend on real-time access, vendor permissions, business rules, and successful system responses. Custom coding and API work necessary for the agreed connection are part of the setup project and are billable under the agreed setup scope and labor terms; they are not included without limit in the recurring subscription or minute charge.

18.4 Elite. Elite includes Pro features and the expressly scoped CRM connections and custom automations identified in the Order. These may include administrative billing inquiries and collection or routing of prescription-refill requests. A refill request is not a prescription, authorization, diagnosis, or treatment recommendation. Clinical decisions, approvals, and prescribing remain with appropriately licensed professionals. Handling sensitive billing or patient information requires the approved identity-verification and authorization workflow.

18.5 Default usage rates and setup commitments. The accepted Order controls minute pricing, included usage, subscription charges, and any negotiated setup price. If the Order does not state a different minute or hourly rate, the following defaults apply:

18.6 Minimums and additional labor. The applicable setup minimum is charged in advance and is a minimum project commitment, even if the completed agreed setup takes less time. It is credited toward that project's setup labor. Authorized work beyond the minimum is billed at $375.00 per hour in one-hour increments, based on actual additional time aggregated for the billing period and rounded up once to the next whole hour. Individual brief tasks are not separately rounded up. TDS will maintain reasonable time records and obtain written approval for additional hours or a stated not-to-exceed amount before exceeding the minimum. Unperformed work canceled because of TDS's uncured material breach is subject to an appropriate refund; a prepaid minimum does not permit TDS to retain payment for a project it fails to perform.

18.7 Covered professional services. The AI professional-services rate applies to setup, configuration, customization, integration, testing, training, troubleshooting, and ongoing enhancements for all AI tiers, including remote AI engineering. This is distinct from ordinary remote technical support at $175.00 per hour. Later changes, new integrations, changed vendor interfaces, and additional products or services are separately chargeable only as approved. Work expressly included in a support plan or a fixed-price Order is not charged again.

18.8 Usage measurement. Before activation, the Order must identify the applicable metering source and billing increment, included minutes if any, and treatment of connected calls, voicemail, testing, hold time, transfers, concurrent calls, and abandoned calls. Billable AI time is the connected time during which the AI service is engaged, as recorded by the identified platform. Unless expressly disclosed otherwise, time after the AI disconnects from a transferred call is not billed as AI time. Usage is aggregated without rounding each call to a full minute unless the Order expressly discloses per-call rounding. TDS will make reasonably available usage records sufficient to investigate a timely billing dispute, subject to privacy and security restrictions.

18.9 Additional charges and controls. Telephony, phone numbers, carrier fees, messaging segments, registration, email delivery, third-party licenses, storage, and vendor API charges are separate only if identified in the Order or subsequently authorized. A usage alert is not a hard spending cap. A hard limit, overflow destination, and the resulting interruption or fallback must be specifically configured and agreed. A fixed service term commits only the stated recurring amount; it does not turn uncertain future AI minutes into a fixed early-termination charge. Service terms may be 12, 36, or 60 months, and eligible financing may use the structures described in Section 11.

19. Custom integrations, project acceptance, and changes

19.1 Separately scoped integrations. Connecting an AI agent to an EMR/EHR medical system, appointment or booking platform, practice-management system, CRM, billing system, or other third-party application requires a defined written scope. Custom development, API configuration, authentication, data mapping, testing, vendor coordination, certification, and training are additional professional services unless expressly included in the quoted setup price or prepaid hours. Pro and Elite include the integration capability described in their purchased scope, not unlimited connections or engineering. TDS will provide pricing or a not-to-exceed authorization before chargeable work. Vendor access, interface, certification, and subscription fees are Customer's responsibility only as disclosed and approved.

19.2 Dependencies and feasibility. Customer must obtain the necessary licenses, API rights, credentials, vendor cooperation, and authorization to connect its systems. TDS does not guarantee access to a vendor's closed system or continued compatibility after a vendor changes, restricts, or discontinues an interface. If an integration is infeasible, the parties will document an alternative, changed scope, or cancellation of the affected work. Customer owes authorized work actually performed and lawful noncancelable commitments, with unused prepaid amounts credited or refunded as appropriate. A vendor change does not automatically authorize additional engineering charges.

19.3 Approval before production. Customer and TDS will document the supported tasks, approved knowledge sources, permitted actions, escalation rules, integration permissions, test cases, and acceptance criteria. TDS will provide a reasonable testing opportunity and obtain Customer's written approval before production use. Customer must review names, hours, prices, policies, appointment rules, emergency instructions, and other supplied content for accuracy. A material failure to meet agreed acceptance criteria must be corrected within the purchased scope without charging Customer again for the same promised work. Later scope changes require authorization.

19.4 Actions and safeguards. Integrations will use permissions reasonably limited to the approved functions. Customer must identify actions requiring staff review or confirmation. Production workflows must address duplicate submissions, failed bookings, inconsistent responses, unauthorized data access, and failed transfers in a manner appropriate to the purchased scope. The AI must not represent an appointment as confirmed without a successful response from the scheduling system or an approved staff confirmation. Deleting records, issuing refunds, approving treatment, or other consequential actions require express authorization and appropriate safeguards.

19.5 Ownership of work. Customer retains ownership of Customer Data and Customer-supplied content. TDS and its licensors retain their preexisting tools, reusable code, templates, methods, and platform components. Upon payment, Customer receives the right to use delivered custom work for its business within the purchased solution; source-code delivery, portability, and assignment of ownership require an express Order provision. Third-party and open-source components remain subject to their applicable licenses. Termination does not give TDS ownership of Customer's records.

20. AI limitations, caller consent, and healthcare workflows

20.1 Human oversight. AI may misunderstand speech, produce inaccurate information, omit details, or take an incorrect action. Customer must maintain appropriate human review, accessible escalation routes, and independent verification of sensitive or consequential outputs. Customer remains responsible for its professional and business decisions. TDS remains responsible for configuring and supporting the agreed system with reasonable care. The service is not a substitute for emergency response, medical judgment, legal advice, or other licensed professional services.

20.2 Disclosure and communications consent. The approved opening script will identify the agent as an automated or AI assistant. Where recording or transcription is enabled, the parties will configure appropriate notice and consent procedures for the applicable locations and call types. Customer is responsible for the legal basis for its communications, supplied contact lists, approved purposes, and required recipient consents. TDS is responsible for implementing the agreed technical controls and for obligations imposed directly on TDS. Signing this Agreement is not consent from a patient, caller, or message recipient.

20.3 Outbound restrictions. Outbound AI calls, marketing, bulk campaigns, and automated reminders require express inclusion in the Order and compliance with applicable calling, recording, do-not-call, consent, identification, and opt-out requirements. Customer must retain consent records and honor revocations. Inbound answering authorization does not authorize an outbound sales campaign. Deceptive impersonation, unauthorized voice cloning, unlawful surveillance, and attempts to evade calling restrictions are prohibited. TDS may restrict an unlawful or unapproved campaign under Section 24.

20.4 Healthcare prerequisites. Protected health information ("PHI") may be processed only through a deployment expressly approved for that purpose, after the parties execute a BAA where required and confirm appropriate agreements and safeguards for each provider that creates, receives, maintains, or transmits PHI on their behalf. A cloud, automation, telephony, or AI vendor's advertising or BAA does not automatically cover other components or discharge TDS's own legal duties. Where TDS acts as a business associate or subcontractor business associate, TDS will comply with the applicable BAA and obligations imposed on it by law. Until those prerequisites are met, the workflow must not be used to submit or solicit PHI.

20.5 Clinical and sensitive functions. Healthcare workflows are limited to the approved administrative scope. Prescription-refill workflows may receive, document, and route requests but may not prescribe, approve, change dosage, or promise clinical authorization. Urgent symptoms and emergencies must follow a provider-approved escalation script and must not be represented as clinically assessed by the AI. Patient identity and authority must be verified before disclosing restricted records. Specially protected records, payment-card data, and other regulated information require specific approval and controls; they must not be placed in ordinary call logs, emails, or recordings by default.

20.6 Model training and data use. TDS will not use Customer Data, call recordings, or PHI to train a general-purpose AI model, or authorize its subprocessors to do so, without a separate express written agreement and any legally required permissions. Processing needed to deliver the approved service, troubleshoot it, and maintain security is permitted within the Agreement and applicable DPA or BAA. Any permitted analysis of de-identified data must comply with applicable legal de-identification standards and must not involve re-identification.

21. Acceptable use, email, and SMS

Customer may not use the services for unlawful activity, fraud, harassment, malicious code, unauthorized access, infringement, deceptive caller identification, spam, or interference with networks. Lawful automation, forwarding, and messaging expressly purchased under an approved Order are permitted; general abuse restrictions do not prohibit the approved function itself. Customer must ensure that its content and instructions do not violate others' rights. TDS may investigate credible abuse while respecting confidentiality and applicable law.

For Customer campaigns, Customer must identify the sender, obtain required opt-in consent, maintain records, provide required disclosures, honor STOP and other legally valid revocations, and cooperate with carrier registration and verification. Consent must match the actual purpose; transactional messages and marketing are not automatically interchangeable. Message frequency, segment charges, and carrier fees depend on the Order and actual use. Message and data rates may apply to recipients. Delivery can be delayed or blocked by carriers, recipients, or network conditions and is not guaranteed. Failed delivery does not excuse failure to implement an agreed opt-out control.

TDS's own marketing messages require the applicable separate opt-in. Purchasing a service or signing these Terms does not itself enroll Customer or its employees in promotional texts. Applicable opt-in notices will identify expected frequency and instructions for STOP and HELP. Requests to stop marketing do not cancel purchased services or prevent necessary, lawful nonmarketing account communications. TDS will not sell or share SMS opt-in consent information with unrelated third parties for their own marketing.

22. Confidentiality, data processing, and security

22.1 Confidentiality. Each party will protect the other's nonpublic business, technical, and personal information using reasonable care, use it only for the Agreement or another authorized purpose, and disclose it only to people and service providers with a need to know and appropriate confidentiality duties. Exceptions apply to information independently developed, lawfully received without restriction, already known without a duty, or publicly available without breach. Legally compelled disclosure is permitted, with notice where lawful. Trade secrets remain protected while legally qualifying as trade secrets; other confidential information remains protected for three years after termination, and personal information for as long as required by law or an applicable data agreement.

22.2 Data roles and vendors. Customer controls its business purposes and instructions for Customer Data. TDS will process that data to deliver, secure, support, and administer the purchased services and as otherwise lawfully agreed. A DPA will address processing details where required, including data categories, purposes, locations, subprocessors, and assistance with applicable rights. TDS may use qualified subprocessors subject to appropriate contractual protections and any required BAA. TDS remains responsible for the duties it has undertaken and cannot avoid them solely by subcontracting. Customer's direct relationships with independently selected vendors remain governed by those relationships.

22.3 Safeguards and incidents. Each party will maintain reasonable administrative, technical, and physical safeguards appropriate to its role and the data handled. TDS's safeguards will include appropriate access controls, credential protection, and secure handling of Customer Data. Customer must maintain authorized-user controls and cooperate with agreed security measures. TDS will notify Customer without undue delay after confirming a security incident affecting Customer Data and within any shorter period required by law, the DPA, or the BAA, provide available material information, and reasonably cooperate in response. Notification need not await a final investigation. No party is promised immunity from cyber incidents, and applicable legal responsibilities are not waived.

22.4 Privacy notices. Each party is responsible for accurate notices concerning its own processing activities. TDS's website Privacy Policy describes TDS's actual practices; it does not override an executed DPA, BAA, or these confidentiality duties. Customer must provide required notices to its users, callers, employees, and patients. A published Privacy Policy does not replace a required processing agreement or obtain every legally required consent.

23. Backups, retention, export, and deletion

23.1 Purchased backup scope. Backup services apply only to enrolled servers, workstations, applications, and data expressly included in the Order. For covered servers and workstations, backups are scheduled every six hours unless the Order identifies a different schedule. This is a backup schedule, not a guarantee that every job succeeds or that recovery will always lose no more than six hours of data. Offline devices, connectivity, storage, credentials, software errors, and other conditions can affect completion. TDS will address material detected backup failures within the purchased support scope. Recovery-time and recovery-point guarantees, restore testing, and disaster recovery services require express inclusion in the Order.

23.2 Retention during service. The maximum ordinary backup retention period is one year, meaning 365 days, measured from the date of the applicable successful backup. Billing dates do not reset that period. Unless the Order states a shorter retention period and rotation schedule, covered recovery points are retained for 365 days under the documented backup rotation policy. That policy must identify any reduction in recovery-point frequency as backups age; a six-hour creation schedule does not by itself promise that every six-hour recovery point is retained for a full year. Customer remains responsible for longer record-retention requirements applicable to its business.

23.3 Retention after cancellation. New backup jobs stop when the backup service ends unless continued service is separately purchased. Existing recovery points remain subject to their original expiration dates. Unless Customer directs earlier lawful deletion or the Order specifies an accepted shorter period, the final successful backup remains retained until 365 days after that backup's creation. Cancellation does not start a new one-year period. Retention provides storage of the remaining backup, not continuing production service, free restoration labor, or a guarantee that an obsolete environment can be reconstructed without additional work.

23.4 Export. Customer should request export before termination and, in any event, while the relevant data still exists under its retention policy. Available exportable files will be supplied in a ZIP archive through a reasonably secure transfer method, encrypted where appropriate. Native backup images, database structures, proprietary vendor formats, or restoration tools may also be required for a usable recovery; a ZIP archive is a delivery container and does not guarantee compatibility with every replacement system. TDS will describe material export limitations and provide reasonably available instructions and required Customer-owned keys. One ordinary export of readily available Customer Data is included; custom conversion, restoration, media, and migration work requires advance pricing and authorization, subject to the BAA and law.

23.5 Other service data. The one-year backup policy does not automatically apply to AI audio, transcripts, call records, camera recordings, email, or third-party application data. The applicable Order or data schedule must identify their collection, storage, and retention before the feature is enabled. Unless a different period is stated in that schedule, exportable nonbackup Customer Data retained by TDS at termination remains available for an export request for 30 days after termination, subject to lawful shorter retention already disclosed for that data category. Customer must export data that expires during service before its scheduled expiration.

23.6 Deletion and access during disputes. After the applicable retention or export period expires, TDS will delete or render inaccessible the relevant active copies within 30 days, except for legally required retention, a valid legal hold, an agreed extension, or protected residual copies awaiting their documented backup expiration. Retained copies remain protected and are not used for unrelated purposes. TDS may retain limited contract, billing, consent, and security records as reasonably necessary for legitimate legal purposes. An invoice dispute does not authorize destruction of data needed for the agreed export period or a legal hold. TDS will not block legally required access to PHI, withhold its required return, or use PHI as collection leverage. The BAA and mandatory law control PHI return, destruction, and any justified continued retention.

24. Suspension and termination for cause

TDS may suspend an affected service for an undisputed overdue amount after giving at least 10 days' written notice identifying the amount and how to cure. For another material breach, the nonbreaching party will ordinarily provide written notice and 30 days to cure before termination. The 90-day convenience-cancellation rule does not apply to breach notices, lawful security measures, or legally required action.

TDS may immediately restrict or suspend the portion reasonably necessary to address credible fraud, unlawful use, a material security threat, danger to persons or systems, or a binding legal or carrier requirement. TDS will provide notice as soon as reasonably practicable where lawful, explain the basis, and avoid unnecessarily affecting unrelated services. TDS will restore service promptly after the issue is resolved and applicable requirements are satisfied. A suspension is not a right to retain payment for unrelated services TDS has ceased providing contrary to the Agreement.

Fixed committed charges may continue during a justified suspension caused by Customer, but TDS will credit charges it is legally required to credit and will not both bill ongoing service and accelerate the same period. After an uncured material breach, TDS may terminate the affected Order and apply Section 3 where appropriate. Confidentiality, lawful data access, export, and BAA duties continue during suspension and termination. Restoration fees require prior disclosure and must be reasonable and lawful.

25. Service warranty, third parties, and events beyond control

25.1 TDS performance. TDS will perform its professional services with reasonable skill and care consistent with the agreed scope. Customer must promptly report a material deficiency with enough detail to investigate. TDS will have a reasonable opportunity to correct deficient work without charging again for the same agreed work. If a material deficiency is not cured within the applicable cure period, Customer may use the remedies in this Agreement and applicable law. This commitment does not guarantee a particular revenue result, perfect AI accuracy, prevention of all security incidents, or uninterrupted availability.

25.2 Third-party products. Manufacturer, carrier, cloud, software, and financing providers control their own products and obligations. TDS will pass through available transferable warranties and remedies and reasonably assist with applicable claims. TDS does not independently enlarge a third party's warranty, indemnity, service level, or refund obligation unless expressly agreed in writing. Third-party limitations do not eliminate an express TDS commitment or a duty imposed directly on TDS by law.

25.3 Disclaimer. EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT OR AN ORDER, AND TO THE EXTENT PERMITTED BY LAW, TDS DISCLAIMS OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. This disclaimer does not limit the defective-delivery remedies, purchased replacement coverage, reasonable-care service obligation, or rights that cannot lawfully be disclaimed.

25.4 Events beyond reasonable control. Neither party is liable for delay caused by an event beyond its reasonable control, such as natural disaster, widespread utility or carrier failure, governmental action, or a comparable external event, to the extent the affected party could not reasonably prevent or overcome it. The affected party must take reasonable mitigation steps and communicate material effects. A preventable failure to perform promised safeguards is not excused merely by calling it a cyber event. If an event prevents a material service for more than 30 consecutive days, either party may terminate the affected service on written notice without an early-termination charge; TDS will refund prepaid fees for the unprovided period. Accrued amounts and separate financing obligations remain subject to their terms.

26. Limitation of liability

26.1 Excluded damages. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, ARISING FROM THE AGREEMENT. Direct damages are not categorically excluded. Reasonable direct costs of restoring data or responding to a breach may constitute direct damages where recognized by law and remain subject to the applicable cap.

26.2 General cap. Except for the exclusions in Section 26.3 and a different cap expressly agreed in a signed addendum, each party's aggregate liability arising from an affected Order will not exceed the total fees paid or payable to TDS under that Order for the 12 months immediately preceding the event giving rise to the claim. If the Order has been in effect for less than 12 months, the cap uses the fees paid or payable for that elapsed period, including one-time fees paid or payable for the affected work. This cap applies across claims arising from the same or related events rather than resetting for each legal theory.

26.3 Exceptions. The exclusions and cap do not apply to fraud, willful misconduct, gross negligence, death or bodily injury caused by negligence, physical damage to tangible property caused by negligence, or liability that cannot lawfully be limited. Customer's properly due payment obligations, including a lawful early-termination charge, are not damages capped by this section. Express indemnification obligations are subject to the cap unless the underlying conduct falls within an exception above or a signed addendum expressly states otherwise. A BAA or DPA may provide a separate allocation for its subject matter; nothing limits government enforcement or either party's nonwaivable legal duties.

26.4 Insurance and allocation. Insurance maintained by a party does not create a separate contractual guarantee, promise of coverage, or automatic right to policy proceeds. Liability depends on this Agreement and applicable law, and insurance coverage depends on the policy. The parties acknowledge that these risk allocations are material to the agreed pricing, subject to applicable legal limits.

27. Third-party claims and indemnification

Customer will defend and indemnify TDS against a third-party claim to the extent caused by Customer's unlawful communications, lack of required rights or consent for Customer-provided content or data, or instructions that knowingly require infringement or unlawful activity. This obligation does not cover the portion caused by TDS's breach, negligence, unauthorized modification, or other wrongful conduct. It does not turn an ordinary dispute between Customer and TDS into an indemnified third-party claim.

TDS does not promise an independent indemnity for all third-party products, software, carriers, or AI outputs. TDS will reasonably assist Customer in seeking any applicable, transferable vendor indemnity or remedy actually available under the relevant vendor terms. A vendor is not bound to an indemnity by these Terms alone. Any additional TDS intellectual-property indemnity must be expressly set out in a signed Order or addendum.

The party seeking indemnification must promptly give notice, provide reasonable cooperation, and permit the defending party to control the defense with competent counsel. Late notice reduces the obligation only to the extent it materially prejudices the defense. No settlement may admit the protected party's fault, impose nonmonetary obligations, or fail to provide an appropriate release without that party's written consent, which will not be unreasonably withheld. Only legally indemnifiable amounts are covered. Section 26 governs applicable limits.

28. Governing law and dispute forum

New York law governs the Agreement, without applying conflict-of-law rules that would select another jurisdiction's law, subject to mandatory law that cannot be displaced. For disputes arising from or relating to this Agreement, the parties consent to exclusive jurisdiction in the New York State courts located in Suffolk County, New York, or, where federal subject-matter jurisdiction exists, the United States District Court for the Eastern District of New York. The parties will request proceedings at the Central Islip courthouse where permitted, but federal assignment and venue rules control. A separate financing agreement may designate a different forum for disputes with the financing provider.

Before filing an ordinary contract claim, the parties will attempt in good faith to resolve a written dispute through authorized representatives for 30 days. This process does not prevent emergency injunctive relief, a required regulatory complaint, a timely filing to preserve a legal deadline, or another nonwaivable right. This Agreement does not require arbitration. A forum clause cannot confer subject-matter jurisdiction that a court does not possess or override a mandatory legal restriction.

Jury trial waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, ANY ORDER, OR THE SERVICES OR EQUIPMENT PROVIDED UNDER IT.

Class and representative action waiver. To the extent permitted by law, each party may bring claims against the other only in its individual capacity and not as a plaintiff, class member, or representative in any purported class, collective, consolidated, or representative proceeding. Neither party will seek to consolidate its claims with those of other TDS customers.

Time limit for claims. To the extent permitted by law, any claim arising from or relating to this Agreement must be commenced within one year after the claim accrues or it is permanently barred. This time limit does not apply to claims to collect amounts invoiced under this Agreement, claims for fraud, or claims whose limitation period cannot lawfully be shortened.

29. Amendments, notices, and general provisions

29.1 Prospective changes. TDS may publish updated terms for future Orders. Posting does not retroactively amend an existing agreement or establish a new automatic-renewal obligation. An existing fixed-term Order is not materially changed during its current term by website posting alone; a material midterm commercial change requires mutual written agreement unless law requires otherwise. A fixed term may arise through a valid automatic renewal under Section 2.5 or an expressly accepted Order. Month-to-month conversion follows Section 2.7, and eligible price adjustments follow Section 4.6, including its cap, notice, and cancellation protections. TDS will not use this section to avoid those protections or to change fixed-term pricing except as Section 2.5 permits at renewal. Renewal pricing within the limit in Section 2.5 follows that section. Any other different pricing or proposed material terms for a fixed-term renewal require express written agreement; a renewal reminder or Customer's silence alone does not establish assent to those other changes. Other proposed material changes applicable when a service transitions from a fixed term to month-to-month service must be sent at least 105 days before expiration and may be included in the renewal reminder under Section 2.6(c). Other material changes during month-to-month service require at least 90 days' advance notice, and Customer may terminate the affected service before the change takes effect without a change-triggered penalty or the ordinary 90-day cancellation waiting period. If timely notice is not given, a proposed change is deferred until the required notice period has elapsed unless Customer expressly agrees otherwise. Any affirmative consent or other amendment formality required by law or the existing agreement remains necessary. Required legal changes and urgent protective measures may take effect sooner, with notice as reasonably practicable and without waiving applicable rights.

29.2 Notices. Customer's cancellation and nonrenewal notices must follow Section 3. Notices from TDS to Customer are governed by Section 2.6. Other routine billing, breach, support, and account notices from Customer to TDS may be sent to TDS's designated email contacts, subject to any specific notice requirements in this Agreement and applicable law. Security incidents and emergencies must be reported promptly through the support channels; the 90-day rule does not delay them. Customer must keep its notice contacts current. Legal process must be served as applicable procedural law requires and is not governed solely by the contractual email provision.

29.3 Independent parties and assignment. The parties are independent contractors. Neither may bind the other without authority. Customer may not assign a committed Order or transfer TDS-owned equipment without consent, which will not be unreasonably withheld where the proposed successor is qualified and assumes the obligations. TDS may assign the Agreement in connection with a merger, reorganization, or sale of the relevant business if the successor assumes TDS's obligations and applicable law and data agreements are respected. Assignment does not release an accrued obligation without agreement.

29.4 Entire agreement and enforceability. The Agreement is the complete and exclusive agreement between the parties for its subject matter and supersedes all prior and contemporaneous proposals, quotes other than the accepted Order, discussions, representations, and understandings, whether written or oral. A statement or promise by any TDS employee, representative, or agent is not binding on TDS unless it is included in the Agreement or in an executed BAA, DPA, service-level agreement, automatic-payment authorization, or signed amendment. An invalid provision will be limited or severed only as permitted by law; the remaining provisions continue if the essential bargain can be preserved. Failure to enforce a right once does not waive it later. Electronic signatures and counterparts may be used. No person becomes bound merely because that person calls Customer, uses Customer's premises, or is mentioned in this Agreement.

29.5 Survival and contact. Accrued payment duties, equipment returns, ownership provisions, confidentiality, applicable data-retention and return duties, liability limits, dispute provisions, and other terms intended by their nature to survive remain effective after termination for their applicable periods.

TeleData Services LLC | 527 Townline Road, Ste. 206, Hauppauge, NY 11788

Support and contractual notices: helpdesk@teledataserve.com

Billing: billing@teledataserve.com

For cancellation or nonrenewal by email, send to helpdesk@teledataserve.com and copy billing@teledataserve.com as required in Section 3.