These Terms and Conditions (the **Terms**) govern the hosted voice, unified communications, call recording, call center, and related services (collectively, the **Services**) provided by STC Technologies, LLC (**STC**) to the business customer identified in an order, proposal, online checkout, or service order (the **Customer**). By submitting an order, clicking acceptance, or using the Services, Customer accepts these Terms and represents that the person accepting them has authority to bind Customer. If a signed service order conflicts with these Terms, the signed service order controls only for that conflict.

1. Service; Eligibility

The Services are for commercial end users only, are not for personal, household, governmental, resale, wholesale, or service-bureau use, and are available only at eligible locations in the contiguous United States. Internet access is required but is not included unless STC expressly agrees otherwise in writing. Availability, telephone numbers, number porting, and activation dates are not guaranteed and may be subject to third-party carrier, regulatory, technical, and location limitations.

2. Fees, Taxes, and Payment

Customer will pay all recurring, usage-based, international, long-distance, overage, installation, shipping, change, support, and other charges shown in its order or STC’s then-current rate information, plus all applicable taxes, government charges, and surcharges, excluding taxes on STC’s net income. Charges begin when the applicable Service is made available. STC may require credit approval, a deposit, or other assurance of payment.

STC may change pricing, rates, or these Terms prospectively on at least 30 days’ notice, except changes required by law, third-party providers, or government charges may take effect sooner as legally permitted. Continued use after the effective date is acceptance. STC may suspend or terminate Services for nonpayment or material breach, without waiving any other remedy.

3. Customer Systems and Security

Customer is responsible for its internet connection, local and wide-area networks, power, inside wiring, equipment, software, firewalls, configurations, passwords, users, and security. Customer must use secure, non-default credentials and promptly protect and report any suspected unauthorized use. STC is not responsible for Customer equipment, third-party applications, internet connectivity, network performance, power failures, or service impairment caused by any of them. Customer remains responsible for all charges and activity under its account unless caused solely by STC’s willful misconduct.

Customer must provide accurate account, service-location, and call-origin information, and promptly update it. Customer is responsible for notifying its users of these Terms and all applicable Service limitations.

4. Acceptable Use

Customer may use the Services only for lawful, reasonable internal business purposes. Customer may not, without STC’s prior written consent:

1. resell, sublicense, lease, share, distribute, or provide the Services to third parties;
2. use the Services for telemarketing, auto-dialing, prerecorded or artificial-voice campaigns, fax broadcasting or blasting, outbound call-center operations, continuous or excessive call forwarding or conferencing, monitoring, transcription, or other non-live-dialog traffic;
3. use a seat, telephone number, or license concurrently for multiple users except as expressly authorized;
4. alter STC-provided configurations or connect equipment that may impair the Services; or
5. use the Services unlawfully, abusively, fraudulently, or in a manner that creates excessive or atypical traffic, network risk, or liability for STC or its providers.

STC may monitor usage to enforce this Section and may charge for excess usage, restrict functionality, move Customer to another plan, or immediately suspend or terminate Services when STC reasonably believes a violation has occurred. Customer remains responsible for all resulting charges and losses.

5. Call Recording and Optional Features

If Customer uses call recording or similar features, Customer is solely responsible for all required notices, disclosures, consents, privacy rights, retention duties, security, and legal compliance in every applicable jurisdiction. STC does not determine whether Customer’s use is lawful and is not responsible for the content, security, integrity, availability, or loss of recordings.

Unless STC states otherwise in writing, recordings are generally available for up to 365 days after creation and may then be permanently deleted without recovery. Customer must maintain its own copies where retention is required. Optional call-center or inbound-only features may have capacity, routing, port, calling, and emergency-calling limitations communicated by STC or the applicable provider.

6. Emergency Calling (911/E911)

**THE SERVICES ARE NOT A SUBSTITUTE FOR TRADITIONAL WIRELINE 911 OR A PRIMARY LIFE-SAFETY SERVICE.** Emergency calling may be unavailable, delayed, misrouted, or unable to identify the caller’s number or location. It may fail because of power loss, internet or network failure, equipment failure or misconfiguration, congestion, suspension for nonpayment, call-forwarding or other feature settings, or a moved or unregistered device.

Customer must: (a) provide and maintain an accurate physical service address for each Service location; (b) update the address before moving a phone, softphone, or Service; (c) provide at least one telephone number for each location requiring 911 service; (d) instruct all users to state their location and callback number immediately when placing an emergency call; and (e) maintain an alternative means of contacting emergency services, including a wireless phone or traditional telephone line. Customer must notify all users of these limitations. STC may suspend or terminate Service if Customer does not maintain accurate emergency-location information.

7. Disclaimer of Warranties

THE SERVICES, SOFTWARE, EQUIPMENT, PORTALS, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, STC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. STC DOES NOT WARRANT THAT THE SERVICES WILL SUPPORT FAX, MODEM, ALARM, MEDICAL, SECURITY, OR OTHER MISSION-CRITICAL OR LIFE-SAFETY USES.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STC AND ITS AFFILIATES, PROVIDERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

STC’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES CUSTOMER PAID TO STC FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, AND ARE A BASIS OF THE BARGAIN.

9. Indemnification

Customer will defend, indemnify, and hold harmless STC and its affiliates, providers, officers, employees, and agents from all claims, demands, actions, damages, fines, penalties, liabilities, costs, and reasonable attorneys’ fees arising from or relating to: (a) Customer’s or its users’ use of the Services; (b) Customer data, recordings, communications, equipment, or configurations; (c) Customer’s breach of these Terms; (d) violation of law, including recording-consent, privacy, telemarketing, consumer-protection, and emergency-calling laws; or (e) any failure or limitation of emergency calling to the extent caused by circumstances described in Section 6. STC may control the defense of an indemnified claim, and Customer may not settle a claim imposing liability or obligations on STC without STC’s written consent.

10. Suspension, Termination, and Force Majeure

STC may suspend, restrict, or terminate Services immediately for nonpayment, suspected fraud, unlawful or prohibited use, security risk, material breach, or to protect STC, its network, customers, or providers. STC is not liable for any delay, failure, or interruption caused by events beyond its reasonable control, including third-party network or provider failures, internet failures, power outages, natural disasters, labor disputes, government action, cyberattacks, or acts of war.

11. Governing Law; Exclusive Forum

These Terms and every dispute arising out of or relating to them or the Services are governed by the laws of the State of Illinois, without regard to conflict-of-laws rules. The state courts located in Cook County, Illinois, and the federal courts located in the Northern District of Illinois have exclusive jurisdiction over any such dispute. Each party irrevocably submits to that jurisdiction and venue and waives any objection based on inconvenient forum.

12. General

Customer may not assign these Terms or the Services without STC’s prior written consent. STC may assign these Terms in connection with a merger, financing, reorganization, or sale of assets. If any provision is unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted by law. STC’s failure to enforce a provision is not a waiver. These Terms, together with the applicable order and any incorporated service-specific terms, are the entire agreement concerning the Services and may be accepted electronically.