Terms of Service

1. Eligibility and Account

You may only receive the Services if You are a Service subscriber in good standing with a valid, authorized payment method on file with MKC Tech. You must obtain Your own Internet connection to use the Services. MKC Tech is not responsible for any third-party products or services, or for problems caused by Your Internet connection or third-party products.

1.1 Account Administrators

You may designate one or more users as account administrators with full administrative control of Your account. The Administrator may: (i) make any changes to the account (service additions/deletions, user assignments, cancellations, credit card updates); and (ii) authorize porting of telephone numbers. The Administrator may assign additional administrators or re-assign Administrator status. Re-assignment requests not possible through the portal must be submitted in writing on company letterhead, executed by an officer or owner.

1.2 Additional Services and Billing Authorization

Additional Services may be purchased by designated Administrators through the MKC Tech user interface, portal, or by contacting MKC Tech Customer Support. You authorize those administrators to add Services to Your account and commit You to pay for them. You further authorize MKC Tech to obtain payment of Your then-current statement balance from Your credit card each month.

1.3 Company Contacts

The Administrator may designate one or more Company Contacts who will receive all messages from MKC Tech concerning general account matters (notices of updates, billing notices, maintenance alerts). MKC Tech will initially assign the Administrator as the Company Contact.

2. Service Pricing and Changes

Customer agrees to pay MKC Tech the rates, fees, and other charges agreed to in the parties' Service Agreement or as posted in the user portal, including all usage-based charges (per-minute, per-call, per-text, per-number, per-port), recurring charges, and one-time charges. Customer also agrees to pay all applicable taxes, duties, USF contributions, and government-mandated fees.

MKC Tech may adjust service plans and features at any time, applied consistently to similarly situated customers, with commercially reasonable efforts to provide thirty (30) days' notice. MKC Tech also reserves the right to increase pricing for government-sourced or regulated changes that increase the cost of VoIP services, and to include or exclude international calling destinations based on commercial or legal judgment. All pricing is exclusive of taxes, fees, and other government charges.

MKC Tech will publish rate changes via the user portal, by emailing rate decks to the Company Contact, or through other commercially reasonable means. Customer is responsible for reviewing then-applicable rates before using any Service.

3. Billing and Payment

MKC Tech is principally a prepaid service. Customer authorizes MKC Tech to apply all applicable charges to the credit card associated with this Agreement. Services will be subject to immediate suspension without further notice at any time the account does not have sufficient funds.

At inception of Service, Customer agrees to deposit a fixed amount to establish initial prepaid value. As the account balance is depleted to the low-balance threshold (default: $100.00), Customer's credit card may be charged to restore the account above the threshold to a top-up value defined in the user interface.

Except for usage-based fees, all fees are due in advance on the first day of each billing period, including monthly recurring Service Fees, activation fees, porting fees, early termination fees, Regulatory Recovery Fees, USF fees, and E911 fees. All usage-based charges are due in arrears on the first day of each billing period following the month they were incurred. All payments, including advance payments, are non-refundable.

Failure to pay in full will result in immediate account suspension. MKC Tech will assess a late charge of 1.5% per month (or the highest amount allowed by law, whichever is higher) on balances more than thirty (30) days past due. Customer is responsible for all fees, including reasonable attorneys' and collection fees, incurred by MKC Tech in collecting outstanding balances.

3.1 Billing Calculations

MKC Tech calculates billable call duration from the time it receives the initial "INVITE" packet to the time it receives the final "BYE" packet. All usage is billed in the time increments identified in Your user portal.

4. Contract Termination

4.1 Termination for Convenience

Either party may terminate this Agreement at any time without penalty by providing thirty (30) days' prior written notice to the other party. Following the effective date of termination, Customer may request a refund of its Prepaid Balance, which MKC Tech shall refund within 30 days less any amounts due to MKC Tech.

4.2 Termination or Suspension for Cause

In addition to MKC Tech's rights under the Acceptable Use Policy, MKC Tech may immediately suspend or terminate Service, without prior notice and without liability, upon: (i) Customer's violation of this Agreement or the AUP; (ii) Customer's violation of applicable law; (iii) receipt of a traceback or complaint associated with Customer's account; (iv) Customer's failure to respond to a traceback request within the required timeframe; (v) insufficient prepaid balance; or (vi) instruction from an upstream carrier, the FCC, or law enforcement.

5. Actual and Fraudulent Use

Customer shall be responsible for the costs incurred by all inbound and outbound call traffic regardless of source, authorization, or scope. Should Customer's equipment be breached by an unauthorized third party, Customer shall be responsible for all costs, fees, and charges associated with unauthorized traffic.

Customer agrees to bear the risk of loss and assume all liability arising from prohibited, unauthorized, or fraudulent usage under its MKC Tech account. Any such use is a material breach of this Agreement. Customer is solely responsible for securing all credentials, telephone softphone credentials, and end-user credentials.

If MKC Tech discovers fraudulent usage, Customer consents to MKC Tech taking actions it deems reasonably necessary (including blocking access to particular calling numbers or geographic areas), without notice, to prevent such usage. Customer acknowledges that MKC Tech: (1) has no duty to investigate the authenticity of usage charged to Customer's account; (2) has no duty to prevent fraudulent usage from occurring; (3) is not liable for any fraudulent usage billed to Customer's account.

7. STIR/SHAKEN and Caller ID Compliance

Customer shall implement and maintain STIR/SHAKEN caller ID authentication in compliance with FCC requirements under 47 C.F.R. Part 64, Subpart CC, and the TRACED Act. Customer shall:

• Maintain a current and valid entry in the FCC Robocall Mitigation Database
• Assign caller ID attestation levels (A, B, or C) accurately and in accordance with FCC rules
• Never use, permit, or facilitate the use of any MKC Tech-provisioned Numbering Resources as spoofed caller ID in connection with calls not originated by Customer or its authorized end users
• Never use false, misleading, or unauthorized caller ID information
• Promptly investigate and remediate any caller ID misuse identified in connection with its account
• Immediately notify MKC Tech of any suspected caller ID spoofing involving Numbering Resources provisioned through Customer's account

8. Robocall Mitigation Obligations

In accordance with the FCC's robocall mitigation rules and the TRACED Act, Customer shall:

• Implement a written robocall mitigation program reasonably designed to prevent the origination of illegal robocall traffic on MKC Tech's network
• Not knowingly originate, transmit, or facilitate unlawful robocalls, artificial voice calls, or prerecorded message calls in violation of the TCPA or FCC regulations
• Implement call analytics or other measures to identify and block unlawful robocall traffic before it reaches MKC Tech's network
• Cooperate fully with MKC Tech's traffic monitoring and fraud detection tools
• Immediately investigate and take corrective action upon identification of any unlawful robocall traffic associated with Customer's account or Numbering Resources

10. Acceptable Use Policy (AUP)

Your use of the Services is subject to MKC Tech's Acceptable Use Policy, incorporated herein by reference. Customer shall not, and shall not permit any end user to, use the Services or any Numbering Resources in connection with:

• Unlawful robocalling, prerecorded or artificial voice calls without required consent
• Calls to numbers on the National DNC Registry without a valid legal basis
• Caller ID spoofing, misrepresentation, or unauthorized use of Numbering Resources
• Government impersonation scams or impersonation of any trusted entity
• Fraudulent, deceptive, extortive, or threatening calling activity
• Phishing, social engineering, identity theft, or financial scams
• Harassment, abuse, or calls intended to annoy, intimidate, or harm any person
• Any activity that disrupts, degrades, or interferes with MKC Tech's network or any upstream carrier's network
• Reverse engineering, decompiling, or otherwise attempting to derive proprietary information from the Services
• Renting, leasing, selling, or sublicensing the Services to any third party without MKC Tech's prior written consent
• Any activity that violates any applicable law or exposes MKC Tech to legal, regulatory, or reputational risk

MKC Tech reserves the right to audit, track, and/or monitor Customer's use of the Services to enforce this Agreement, comply with legal requirements, protect MKC Tech's network and other customers, and fulfill contractual obligations with upstream carriers. Customer understands, agrees, and consents to such monitoring. In the event MKC Tech is required by court order, statute, government regulation, subpoena, traceback request, or other governmental request to disclose Customer information (including CPNI), Customer consents to MKC Tech's cooperation.

11. CPNI Obligations

MKC Tech is subject to the FCC's Customer Proprietary Network Information (CPNI) rules under 47 U.S.C. § 222 and 47 C.F.R. Part 64, Subpart U. All information that MKC Tech collects about Customer's use of MKC Tech's website, online user portal, and Services is subject to MKC Tech's CPNI Policy. Customer acknowledges and consents to MKC Tech's use of CPNI to the extent permitted by applicable FCC regulations. Customer shall not disclose, use, or permit the use of any CPNI obtained through the use of the Services for any purpose not authorized by applicable law.

12. E911 and Emergency Services

12.1 Non-Availability of Traditional 911 or E911

MKC Tech's 911 dialing service operates differently than traditional 911 service. E911 service is disabled by default and must be enabled by MKC Tech Support. Customer agrees to provide thirty (30) days' notice to MKC Tech if it intends to use the MKC Tech Network for 911. Customer must inform all business invitees, guests, and third persons at the physical location where the Services are used of the non-availability of traditional 911 or E911 dialing from MKC Tech Services and equipment.

12.2 Description of 911-Type Dialing Capabilities

When You dial 911, Your call is routed from the MKC Tech network to the Public Safety Answering Point (PSAP) or local emergency service personnel designated for the address listed at the time of activation. In the event Your equipment is used in multiple locations, administrators may create additional service locations and associate equipment with specific locations for proper PSAP routing.

12.3 Service Outage and 911

911 dialing does not function in the event of a power failure or disruption, service outage due to broadband provider or ISP issues, account suspension due to billing issues, or any other service outage. MKC Tech's liability is limited for any service outage and/or inability to dial 911.

12.4 Network Congestion

Network congestion and/or reduced speed in the routing of 911 communications may be greater than with traditional 911 dialing. 911 calls from MKC Tech equipment may be routed to a general telephone number for the local emergency service provider, which may not be answered outside business hours and may produce a busy signal.

12.5 Automated Number Identification

Technical limitations may make it impossible for the PSAP and local emergency personnel to identify Your phone number when You dial 911. You must be prepared to provide Your phone number and location to the operator, as the emergency center may not be equipped to receive or retain Your telephone number and registered address.

12.6 Limitation of Liability for 911 Services

MKC Tech relies on third parties for forwarding of information underlying 911 routing. MKC Tech and its third-party providers disclaim any and all liability in the event such information or routing is incorrect. You agree to defend, indemnify, and hold harmless MKC Tech, its officers, directors, employees, affiliates, agents, and third-party providers from any and all third-party claims arising from: (a) failure to correctly activate 911 calling; (b) provision of incorrect 911 information; (c) misrouted 911 or E911 calls; or (d) absence, failure, or outage of the Services, including 911 dialing.

13. Number Porting

During the term of this Agreement, Customer grants MKC Tech and its agents authority to initiate porting requests on its behalf as MKC Tech determines is reasonably necessary for the provision of the Services. MKC Tech may place Customer's phone numbers with a new peer without further notice, provided that MKC Tech will not enter into any agreement that would directly result in Customer's loss of its phone numbers.

Customer agrees to release MKC Tech from damages of any kind, including direct, consequential, and exemplary or punitive damages, in the event that a terminating or servicing peer or a third party experiences technical difficulties resulting in service interruption, delays in porting, delays in service, or lost telephone numbers.

14. International Calling Coverage

Due to the nature of international tariffs, laws, and technical capacities, not all international numbers are reachable from the MKC Tech network. This includes numbers involved in military conflicts, numbers under U.S. or UN economic sanctions, numbers where call completion rates expose MKC Tech to high fraud risks, satellite phones or cruise ships, numbers using infrastructure not reachable from the United States, and other similar circumstances.

15. Reverse Engineering and Use Restrictions

The MKC Tech infrastructure is highly confidential and proprietary. Customer shall not use the Services for any purpose beyond the scope of access granted in this Agreement. Customer agrees not to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive techniques, processes, algorithms, or know-how from the Services
• Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to third parties
• Use the Services in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or applicable law

16. Suggestions and Custom Development

If Customer makes any suggestions regarding improvements, changes, or new features relating to the MKC Tech Services ("Suggestions"), Customer irrevocably assigns to MKC Tech all right, title, and interest in and to the Suggestions. Any Custom Work Product developed at Customer's request, if accepted in writing by MKC Tech, shall be billed at MKC Tech's hourly development rate of $250/hour. All right, title, and interest in and to Custom Work Product shall remain with MKC Tech.

17. Confidentiality

Apart from publicly available terms and conditions, MKC Tech and Customer agree that rates, fees, charges, network and software details, Customer usage data, and other non-public information exchanged under this Agreement are confidential and proprietary. Neither party shall disclose such confidential information to any third party without prior express written permission of the other party during the term or for three (3) years following termination.

In the event disclosure is mandated by court order, subpoena, governmental authority, or law, the receiving party must give prompt written notice to the other party and cooperate in obtaining any protective order or other confidentiality protection.

19. Limitation of Liability

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR FOR LIABILITY DIRECTLY CAUSED BY MKC TECH'S RECKLESS OR INTENTIONAL MISCONDUCT, MKC TECH WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF MKC TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MKC TECH'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID MKC TECH IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20. Warranty Disclaimer

EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, MKC TECH DOES NOT WARRANT THE SERVICES OR THE ACCURACY OR CORRECTNESS OF THE RESULTS OF THE SERVICES, AND MKC TECH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF: (1) MERCHANTABILITY; (2) FITNESS FOR PARTICULAR PURPOSE; (3) EFFORT TO ACHIEVE PURPOSE; (4) QUALITY; (5) ACCURACY; (6) NON-INFRINGEMENT; (7) TITLE; (8) MARKETABILITY; (9) PROFITABILITY; (10) SUITABILITY; AND/OR (11) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. THE MKC TECH SERVICES AND ANY MATERIALS, SOFTWARE, OR EQUIPMENT ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW.

22. Governing Law

This Agreement shall be construed in accordance with the laws of the State of New Mexico, without regard to its conflict-of-laws provisions.

23. General Provisions

23.1 Correspondence

Customer may make service requests via email, ticket submission, or phone call. Certain changes to subscribed Services may be made via MKC Tech's user interface.

23.2 Entire Agreement

This Agreement, together with the parties' Service Agreement and any attachments and addenda, contains the entire agreement between the parties and supersedes any prior oral or written agreements.

23.3 Amendments

MKC Tech reserves the right to change any non-price terms of these Terms of Service prospectively, after providing thirty (30) days' advance notice of any changes that would have a materially adverse effect. Changes will become effective on the next business day following the 30-day notice period. Continued use of the Services constitutes acceptance of any changes.

23.4 Severability

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

23.5 Waiver

The failure of either party to enforce a provision of this Agreement shall not be construed as a waiver of that party's right to enforce those provisions in the future.

23.6 Survivability

All provisions that logically ought to survive termination shall survive, including without limitation the sections relating to TCPA/DNC compliance, traceback cooperation, CPNI obligations, confidentiality, arbitration, indemnification, and limitations of liability.