Master Services Agreement

Version: v1 — Effective: the date you accept this Agreement by clicking the "Sign and provision my agency" button and providing your electronic signature.

1. Parties; Acceptance

This Master Services Agreement (the "Agreement") is entered into between EmberDial LLC, a California limited liability company with its mailing address at 3400 Cottage Way, Suite G2, Sacramento, California 95825 ("EmberDial," "we," or "us"), and the entity identified during the signup process ("Customer," "you," or "your"). Each is a "Party" and together the "Parties."

By clicking "Sign and provision my agency," typing your full legal name as your electronic signature, and checking the affirmation boxes presented in the signup wizard, you (a) agree to be bound by this Agreement, the Acceptable Use Policy (the "AUP"), and any other policies referenced below; (b) represent that you have the authority to bind the Customer entity to this Agreement; and (c) consent to transact electronically under the federal Electronic Signatures in Global and National Commerce Act (ESIGN, 15 U.S.C. §§ 7001 et seq.) and any analogous state law (e.g., the Uniform Electronic Transactions Act as adopted in your state).

2. Definitions

Capitalized terms have the meanings given here:

• Service means the EmberDial cloud-based AI-assisted dialer platform, including the web application, related APIs, AI-coaching features, call recording, transcript generation, reporting dashboards, and any associated software, documentation, and updates that we make available to Customer under this Agreement.
• Authorized Users means Customer's employees, independent contractors, or licensed insurance agents who are identified to EmberDial in the customer admin console and authorized by Customer to access and use the Service on Customer's behalf.
• DID (Direct Inward Dialing number) means a telephone number that EmberDial allocates to Customer for use with the Service under the DID License described in Section 6.
• DID License means the limited, revocable right granted to Customer in Section 6 to cause calls to be placed and received using a DID, subject to EmberDial's underlying ownership and Telnyx's upstream carrier terms.
• Customer Data means all data Customer or its Authorized Users submit to, generate in, or upload to the Service, including without limitation lead lists, contact information, call recordings, call transcripts, dispositions, campaign scripts, and AI coaching outputs.
• Aggregated Data means Customer Data that has been de-identified and combined with data of other customers such that it cannot reasonably be used to identify Customer or any natural person, including statistical models, benchmarks, and machine-learning training derivatives.
• Documentation means the user-facing materials we publish at emberdial.com or in-product, as updated from time to time.
• Order means the trial signup, plan selection, or any future written or electronic order placed by Customer that references this Agreement.
• Trial Period means the initial evaluation period described in Section 4.2.
• Fees means the subscription, usage, DID, and other charges payable by Customer as published on emberdial.com's then-current pricing page or as set forth in an Order.
• Applicable Law means all laws, regulations, and binding regulatory guidance applicable to a Party's performance under this Agreement, including the Telephone Consumer Protection Act (47 U.S.C. § 227) and its implementing regulations (the "TCPA"), the Telemarketing Sales Rule (16 C.F.R. Part 310) (the "TSR"), the Truth in Caller ID Act and FCC Rules thereunder, the Federal Communications Commission's STIR/SHAKEN call-authentication framework, state Do-Not-Call statutes, state telemarketing statutes, state two-party recording-consent statutes, and applicable privacy and data-protection laws.
• AUP means the EmberDial Acceptable Use Policy, posted at the same URL as this Agreement and incorporated by reference.

3. License Grant and Scope of Service

3.1 License. Subject to Customer's compliance with this Agreement and timely payment of Fees, EmberDial grants Customer a limited, non-exclusive, non-transferable, non- sublicensable, revocable right during the term of this Agreement to access and use the Service solely for Customer's internal business purposes and only through Authorized Users.

3.2 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) sell, resell, lease, rent, sublicense, distribute, or otherwise commercially exploit the Service to any third party except as expressly permitted herein; (b) modify, copy, reverse engineer, decompile, disassemble, or create derivative works of the Service except to the extent that this restriction is prohibited by Applicable Law; (c) use the Service to build a competing product; (d) interfere with or disrupt the integrity or performance of the Service; (e) attempt to gain unauthorized access to the Service or its related systems or networks; (f) use the Service in violation of the AUP or Applicable Law; or (g) remove, alter, or obscure any proprietary notices on the Service.

3.3 Service Changes. EmberDial may modify, improve, or discontinue features of the Service from time to time in its sole discretion, provided that we will not materially reduce the core functionality of the Service for a paid subscription during the then-current billing period without 30 days' prior written notice.

3.4 Telephony Provider. The Service is delivered in part through telecommunications services provided to EmberDial by upstream carriers (currently Telnyx LLC). Customer acknowledges that EmberDial is the carrier-level subscriber and that Customer has no direct contractual relationship with any upstream carrier. Customer agrees to comply with the upstream carrier's acceptable use policy as it may apply to Customer's use of the Service, which EmberDial will make available on request.

4. Trial Period; Fees; Billing

4.1 Pricing Reference. Fees are as published on emberdial.com's then-current pricing page or as set forth in a separate Order accepted by Customer. By placing an Order or continuing to use the Service after the Trial Period, Customer agrees to the Fees in effect at that time.

4.2 Trial Period. New Customers may receive a trial of the Service (the "Trial Period") at the duration and on the terms posted on the pricing page or in the signup flow. During the Trial Period, usage limits and features may differ from paid plans, and EmberDial may impose a per-trial cap on the number of DIDs allocated and on minutes of usage. EmberDial may terminate, shorten, or modify Trial Periods at any time without notice.

4.3 Billing; Payment. Following the Trial Period (or earlier, if Customer subscribes to a paid plan), EmberDial will charge Fees in advance for each billing period and any applicable usage Fees in arrears. Customer authorizes EmberDial (or its payment processor) to charge the payment method on file for all Fees. Fees are non-refundable except as required by Applicable Law or expressly stated in this Agreement. Customer is responsible for all applicable taxes (other than taxes on EmberDial's net income).

4.4 Late Payment. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law. EmberDial may suspend the Service if Fees are more than 10 days past due, after written notice and an opportunity to cure.

4.5 Pricing Changes. EmberDial may adjust Fees with at least 30 days' prior written notice (which may be delivered by email or in-product banner). If Customer does not agree to a Fee change, Customer's sole remedy is to terminate for convenience under Section 9 prior to the change taking effect.

5. Customer Responsibilities; TCPA and Telemarketing Compliance

5.1 Customer Is the Maker of Calls. Customer acknowledges and agrees that Customer (and not EmberDial) is the "caller" or "maker" of all calls placed through the Service for purposes of the TCPA, the TSR, and analogous state laws. Customer alone (a) determines the recipients and timing of calls, (b) supplies the lead list, (c) creates and approves the calling scripts, (d) determines whether to call wireless or residential numbers, and (e) staffs the human agents who place and conduct the calls. EmberDial provides software, hosting, and ancillary telecommunications connectivity; EmberDial does not make calling decisions on Customer's behalf.

5.2 No Autonomous Calling. The Service is designed for live, human-agent-initiated calling. Customer shall not use the Service to place calls without a licensed and identifiable human agent on the line at the time the called party answers, and shall not configure the Service to deliver prerecorded or artificial-voice messages except where Customer has obtained the prior express written consent required by the TCPA and applicable state law.

5.3 Consent Records. Customer represents and warrants that, for every telephone number Customer causes the Service to dial, Customer holds all consents required by Applicable Law (including, where applicable, "prior express consent" or "prior express written consent" under the TCPA) at the time of the call. Customer shall maintain documented records of those consents for at least four (4) years following the last call to the relevant number, and shall promptly produce them to EmberDial on request as set forth in the AUP.

5.4 Do-Not-Call Compliance. Customer shall scrub all outbound calling campaigns against the federal National Do Not Call Registry within 31 days prior to placing each call (or such other interval as the FTC or FCC may from time to time require), against all applicable state Do-Not-Call registries, against known-litigator and wireless/line-type lists where required, against Customer's own internal Do-Not-Call list, and against any company-specific blocklists required by Applicable Law. Customer is solely responsible for obtaining and maintaining its own Subscription Account Number (SAN), its own subscription to any do-not-call, litigator, or line-type scrub data provider, and any state-equivalent registrations. EmberDial does not provide do-not-call, litigator, wireless, or reassigned-number data, and makes no representation or warranty as to the accuracy, completeness, or currency of any such data.

5.5 Calling Windows. Customer shall confine outbound telemarketing calls to the time windows permitted by the TCPA and TSR (generally 8:00 a.m. to 9:00 p.m. local time of the called party) and any stricter state or local restrictions.

5.6 Truthful Identification; No Spoofing. Customer shall not cause the Service to display caller-ID information that misidentifies the calling party or is otherwise false or misleading, and shall comply with the Truth in Caller ID Act and the FCC's STIR/SHAKEN call-authentication framework. EmberDial signs originating calls using its own STIR/SHAKEN certificate; Customer shall not attempt to manipulate, suppress, or override that signing.

5.7 Customer Warranties. Customer represents, warrants, and covenants throughout the term that: (a) Customer is properly licensed to sell insurance products in each jurisdiction in which it operates; (b) every Authorized User is properly licensed where required; (c) Customer's lead lists were lawfully obtained, with appropriate disclosures and consents from consumers at the time of collection; (d) Customer's scripts comply with all Applicable Laws, including those governing insurance advertising and unfair or deceptive trade practices; and (e) Customer's use of the Service will comply at all times with this Agreement, the AUP, and Applicable Law.

5.8 Cooperation. If EmberDial receives a credible third-party complaint, a regulatory inquiry, an upstream-carrier compliance request, or other indication that Customer may be misusing the Service, Customer shall cooperate in good faith with EmberDial's reasonable inquiries, including providing copies of consent records, lead-source documentation, and calling scripts, within the time frames specified in the AUP.

5.9 Third-Party Compliance Services. The Service may offer features that integrate a third-party compliance or do-not-call scrub provider of Customer's choosing at Customer's election. Where Customer elects to use such an integration: (a) Customer contracts directly with, and holds its own account and credentials with, that provider; (b) Customer's use of that provider's services is governed solely by the agreement between Customer and that provider, to which EmberDial is not a party; (c) EmberDial acts only as a technical conduit that submits Customer's data to, and returns results from, that provider using Customer's own credentials, and does not originate, control, or warrant the underlying compliance determinations; and (d) Customer remains solely responsible for maintaining an active subscription and for the scrubbing outcomes. EmberDial may, as a convenience, refer Customer to such a provider; no such referral makes EmberDial responsible for, or a guarantor of, that provider's services.

6. DID Allocation; License of Telephone Numbers

6.1 Ownership. All DIDs used in connection with the Service are owned, leased, or otherwise controlled by EmberDial under its master-subscriber relationship with the upstream carrier. Customer acknowledges that DIDs are not assigned or transferred to Customer and that Customer acquires no ownership, title, or possessory interest in any DID.

6.2 DID License. EmberDial grants Customer a limited, non-exclusive, revocable, non-transferable license to cause calls to be placed and received over DIDs allocated to Customer's account during the term of this Agreement, solely in connection with Customer's authorized use of the Service.

6.3 Dedicated Allocation; Cooling-Off. DIDs allocated to a Customer are dedicated to that Customer for the duration of the allocation and are not concurrently used by any other EmberDial customer. If a DID is released back to the DID Pool, EmberDial shall maintain a reasonable cooling-off period (currently no less than 45 days) before re-allocating that DID to another customer.

6.4 Recall; Reassignment. EmberDial may recall, reassign, or block any DID at any time if EmberDial reasonably determines that the DID has been flagged for spam by carriers or analytics providers, has been used in violation of this Agreement or Applicable Law, is required to be returned by an upstream carrier or regulator, or is subject to a reputation-management intervention. EmberDial shall use commercially reasonable efforts to provide replacement DIDs of comparable utility.

6.5 Porting. Customer may request, in writing, that an allocated DID be ported to another carrier of Customer's choosing. EmberDial will reasonably cooperate with such requests in accordance with FCC number-portability regulations, and may charge a reasonable administrative fee for the port-out as published on the pricing page.

6.6 Return on Termination. On termination of this Agreement for any reason, all DIDs allocated to Customer immediately return to the EmberDial DID Pool and Customer's DID License terminates. EmberDial has no obligation to retain or reserve any DID for Customer after termination.

7. Call Recording and Consent

7.1 Recording Enabled. The Service records calls placed or received through the Service for purposes including quality assurance, AI coaching, training, dispute resolution, and compliance archiving. Customer acknowledges that recording is a material feature of the Service.

7.2 Customer Responsibility for Disclosure.Customer is solely responsible for ensuring that every call complies with the recording-consent laws of (a) the jurisdiction in which the calling agent is located and (b) the jurisdiction in which the called party is located. Some U.S. states require the consent of all parties to a recorded telephone conversation. Customer shall ensure that its agents deliver any required recording disclosure conspicuously at the start of each affected call, and shall configure the Service to do so where the feature is available.

7.3 Storage; Retention. EmberDial retains call recordings, transcripts, and metadata for the retention period published in the Documentation. Customer may export Customer Data in accordance with Section 14.

8. Service Availability

EmberDial uses commercially reasonable efforts to make the Service available on a 24x7 basis, subject to scheduled and emergency maintenance, upstream carrier and infrastructure constraints, and the limitations described in this Agreement. EmberDial publishes a separate Service Level Agreement (the "SLA") at emberdial.com that describes EmberDial's uptime target, support response tiers, and maintenance windows. The SLA is a service commitment provided for transparency and is not a contractual guarantee of uptime in this initial release; EmberDial does not commit to service credits or any other monetary remedy for failures to meet the SLA target. Future versions of the SLA may incorporate service credits, in which case those terms will apply on a prospective basis.

9. Term and Termination

9.1 Term. This Agreement begins on the Effective Date and continues on a month-to-month basis until terminated by either Party under this Section 9.

9.2 Termination for Convenience. Either Party may terminate this Agreement for any reason by giving the other Party at least 30 days' prior written notice (which, for EmberDial, may be delivered by email to Customer's administrator-of-record email address or by in-product banner).

9.3 Termination for Cause. Either Party may terminate this Agreement immediately on written notice if the other Party (a) materially breaches this Agreement and fails to cure the breach within 10 days after receiving written notice of the breach, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver or bankruptcy proceeding commenced against it that is not dismissed within 60 days.

9.4 Immediate Termination for High-Risk Breach. Notwithstanding Section 9.3, EmberDial may suspend or terminate this Agreement (or any Order) immediately and without a cure period if EmberDial reasonably determines that Customer has violated the TCPA, the TSR, a state Do-Not-Call statute, the Truth in Caller ID Act, the FCC's STIR/SHAKEN rules, the AUP, or any other Applicable Law in a manner that exposes EmberDial, any upstream carrier, or any third party to material legal, regulatory, reputational, or operational risk.

9.5 Effect of Termination. On termination: (a) all rights granted to Customer under this Agreement (including all DID Licenses) terminate; (b) Customer shall pay all unpaid Fees incurred through the effective date of termination; (c) EmberDial will make Customer Data available for export for a period of 30 days after termination, after which EmberDial may delete Customer Data from active systems (subject to retention in backup or audit logs in the ordinary course); and (d) Sections intended by their nature to survive (including Sections 2, 5, 9.5, 10, 11, 12, 13, 14, 15, and 16) survive.

10. Confidentiality

10.1 Definition. "Confidential Information" means non-public information disclosed by one Party ("Discloser") to the other ("Recipient") that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, product roadmaps, source code, Customer Data, and security information.

10.2 Obligations. Recipient shall (a) use Confidential Information only to perform under this Agreement; (b) protect Confidential Information using at least the same care it uses to protect its own confidential information, and in no event less than reasonable care; and (c) disclose Confidential Information only to its employees, contractors, advisors, and affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

10.3 Exclusions. Confidential Information does not include information that (a) is or becomes generally known through no breach by Recipient, (b) was known to Recipient before receipt without confidentiality obligation, (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information, or (d) is rightfully obtained from a third party not under a confidentiality obligation.

10.4 Compelled Disclosure. Recipient may disclose Confidential Information if required by legal process, provided that Recipient gives Discloser prompt notice (where lawfully permitted) and reasonable cooperation in seeking a protective order.

10.5 Survival. The obligations in this Section 10 survive termination of this Agreement for a period of three (3) years, except that Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under Applicable Law.

11. Warranties and Disclaimers

11.1 Mutual Warranties. Each Party represents and warrants that it has the right, power, and authority to enter into and perform under this Agreement.

11.2 Service Warranty. EmberDial warrants that it will use commercially reasonable efforts to provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards.

11.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.2, THE SERVICE AND ALL ASSOCIATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR ARISING FROM A COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, EMBERDIAL DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY PARTICULAR CALL WILL BE CONNECTED, ROUTED, RECORDED, OR DELIVERED; (C) ANY DID WILL BE FREE OF SPAM-LIKELY LABELING BY DOWNSTREAM CARRIERS OR ANALYTICS PROVIDERS; (D) AI COACHING, TRANSCRIPTS, SCORING, OR OTHER MACHINE-LEARNING OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE OF BIAS; OR (E) USE OF THE SERVICE WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT, INCLUDING CONNECTION RATES, CONVERSION RATES, OR REVENUE OUTCOMES. ANY STATEMENTS BY EMBERDIAL ABOUT THE SERVICE THAT ARE NOT CONTAINED IN THIS AGREEMENT OR THE DOCUMENTATION ARE FOR INFORMATIONAL PURPOSES AND DO NOT CONSTITUTE A WARRANTY.

12. Limitation of Liability

12.1 EXCLUSION OF INDIRECT DAMAGES. EXCEPT FOR A PARTY'S BREACH OF SECTION 10 (CONFIDENTIALITY), CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, CUSTOMER'S PAYMENT OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOOD WILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 CAP. EXCEPT FOR (A) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, (B) CUSTOMER'S PAYMENT OBLIGATIONS, AND (C) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO EMBERDIAL UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Basis of the Bargain. The limitations in this Section 12 are an essential basis of the bargain between the Parties and apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

13. Indemnification

13.1 By Customer. Customer shall defend, indemnify, and hold harmless EmberDial, its affiliates, and their respective officers, directors, employees, agents, and successors (collectively, "EmberDial Indemnitees") from and against any third-party claims, demands, suits, investigations, actions, or proceedings, and any related losses, damages, judgments, settlements, fines, penalties, and reasonable attorneys' fees and costs, arising out of or related to:

• (a) Customer's breach or alleged breach of Section 5 (Customer Responsibilities; TCPA and Telemarketing Compliance), Section 6 (DID Allocation), Section 7 (Recording), or the AUP;
• (b) any claim that calls placed using the Service violated the TCPA, the TSR, a state Do-Not-Call statute, the Truth in Caller ID Act, the FCC's STIR/SHAKEN rules, a state recording-consent statute, or other Applicable Law;
• (c) any claim arising from Customer's lead lists, lead sources, calling scripts, or campaign content (including defamation, false advertising, deceptive trade practices, or unauthorized use of consumer data);
• (d) any claim by an Authorized User or other end user of Customer related to Customer's use of the Service;
• (e) Customer's gross negligence or willful misconduct.

13.2 By EmberDial. Reserved.

13.3 Procedure. The EmberDial Indemnitees shall (a) promptly notify Customer of any claim subject to indemnification (provided that failure to give prompt notice does not relieve Customer of its obligations except to the extent Customer is materially prejudiced); (b) give Customer reasonable cooperation, at Customer's expense; and (c) permit Customer to control the defense and settlement of the claim, provided that Customer shall not settle any claim that requires EmberDial to admit liability, pay any amount that Customer does not fully pay, or take any non-monetary action without EmberDial's prior written consent (not to be unreasonably withheld). EmberDial may participate in the defense at its own expense.

14. Data, Privacy, and Ownership

14.1 Customer Owns Customer Data. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants EmberDial a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide the Service, to enforce this Agreement and the AUP, to respond to lawful regulatory or carrier inquiries, and as otherwise permitted by Section 14.2.

14.2 Aggregated and De-Identified Data. EmberDial may collect, use, and retain Aggregated Data for any lawful business purpose, including for product analytics, benchmarking, machine-learning model training, security research, and publication of industry statistics. EmberDial will not publish or share Aggregated Data in a manner that identifies Customer or any natural person.

14.3 EmberDial Owns the Service. EmberDial and its licensors retain all right, title, and interest in and to the Service, the Documentation, all underlying software, models, configurations, and improvements thereto, and any feedback or suggestions submitted by Customer. No rights are granted to Customer except as expressly stated in this Agreement.

14.4 Security. EmberDial maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with industry practice for SaaS providers of similar scale.

14.5 Privacy. EmberDial's collection and processing of personal information is described in EmberDial's Privacy Policy, available at emberdial.com. Customer is responsible for providing all required notices to, and obtaining all required consents from, its Authorized Users and called parties, including notices and consents required by state and federal privacy laws and any laws or regulations applicable to insurance.

15. Governing Law; Dispute Resolution

15.1 Governing Law. This Agreement is governed by and construed in accordance with the substantive laws of the State of Wyoming, without regard to its conflict-of-laws principles. The federal Arbitration Act, ESIGN, and other federal laws of general applicability also apply.

15.2 Venue. Subject to Section 15.3, the Parties consent to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming for any dispute arising out of or related to this Agreement, and waive any objection based on inconvenient forum.

15.3 Optional Arbitration. Reserved.

15.4 Pre-Litigation Mediation. Before filing any action (other than for injunctive relief, IP enforcement, or unpaid Fees), the Parties shall attempt in good faith to resolve the dispute through telephone or video conference between executives with authority to settle, conducted within 30 days after written notice of the dispute.

15.5 Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or other proprietary rights.

16. General Provisions

16.1 Entire Agreement. This Agreement, together with the AUP, Privacy Policy, SLA, and any Orders, constitutes the entire agreement between the Parties on this subject and supersedes all prior or contemporaneous proposals, statements, and agreements. No oral statement modifies this Agreement.

16.2 Amendment. EmberDial may amend this Agreement (including by amending the AUP or SLA) by posting an updated version and providing notice through email or in-product banner at least 30 days before the changes take effect. If Customer does not agree to the changes, Customer's sole remedy is to terminate this Agreement for convenience under Section 9.2 before the changes take effect. Continued use of the Service after the changes take effect constitutes acceptance.

16.3 Severability. If any provision of this Agreement is held to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall remain in full force.

16.4 Assignment. Customer may not assign this Agreement, by operation of law or otherwise, without EmberDial's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided that the successor agrees in writing to be bound by this Agreement and is not a competitor of EmberDial. EmberDial may assign this Agreement freely. Any attempted assignment in violation of this Section is void.

16.5 Notices. Notices to EmberDial must be sent to legal@emberdial.com and, for litigation notices, by certified mail with return receipt requested to EmberDial LLC, 3400 Cottage Way, Suite G2, Sacramento, CA 95825. Notices to Customer may be delivered to Customer's administrator-of-record email address on file with EmberDial.

16.6 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, pandemic, government action, internet or telecommunications failures, or upstream carrier failures.

16.7 No Waiver. A Party's failure to enforce any provision is not a waiver of its right to enforce that or any other provision in the future.

16.8 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

16.9 No Third-Party Beneficiaries. This Agreement is for the benefit of the Parties only and does not create any third-party beneficiary rights, except that EmberDial's affiliates and upstream carriers are intended beneficiaries of Customer's obligations under Sections 5, 7, 13, and the AUP.

16.10 Headings. Section headings are for convenience and do not affect interpretation.

16.11 Counterparts; Electronic Signature. This Agreement may be accepted by electronic signature (including the clickwrap mechanism in the signup wizard), which has the same legal effect as a handwritten signature under ESIGN and applicable state law.

End of Master Services Agreement v1.