Corporate Customer Agreement

A. Definitions

1. "BabbleBlue Communications," "BB," "we," "us," "our," and variations thereof refer to Jevin Canders LLC (a New York limited liability company with its principal place of business at 350 Northern Blvd, Suite 324, Albany, NY 12204), its officers, agents, employees, contractors, and assigns.
2. "Customer," "you," "your," "yours," and variations thereof refer to the company or entity the signer of this document represents, its officers, agents, employees, contractors, and assigns.
3. "Service" and variations thereof refer to any and all phone numbers, leased equipment, transit, and value-added features that we may provide you from time to time.
4. "Account" and variations thereof refer to your entire relationship with us, including but not limited to any and all invoices, billing agreements, payments, customer service inquiries, and any Service we provide or have provided.
5. "Agreement" and variations thereof refer to this document and all documents incorporated by reference under Section S, including the Acceptable Use Policy ("AUP"), the 911 Service Disclosure and Acknowledgment ("911 Disclosure"), the Service Level Agreement ("SLA"), the Privacy Policy, and any applicable rate schedules or order forms.
6. "Effective Date" means the date on which we have both received an executed copy of this Agreement and created your Account. We will notify you when this occurs.
7. "Business Day" means any day other than a Saturday, Sunday, or United States federal holiday.
8. "Default on this Agreement" means failure to pay three (3) consecutive invoices in full by their respective due dates, excluding any disputed balance while it remains in dispute under Section C.

B. Term

1. This Agreement begins on the Effective Date.
2. This Agreement automatically renews at the beginning of each calendar month. At renewal, charges for the upcoming month of Service, as well as any unbilled usage from the previous month, will be billed to your Account.
3. To cancel the Service and close your Account, you must notify us in accordance with Section L at least three (3) Business Days before the start of the next calendar month. Your Service will be canceled and your Account closed at the end of the month in which we receive the cancellation request, unless fewer than three (3) Business Days remain in that month.
4. If you request cancellation with fewer than three (3) Business Days remaining in a month, your Service will be canceled and your Account closed at the end of the following calendar month.

C. Invoices and Payments

1. Your first invoice will be due on the Effective Date and will cover the first month of Service.
2. Subsequent invoices will be issued at the end of each month, covering that month's charges and any unbilled usage from prior months.
3. Invoices (other than the first) are due thirty (30) days from the end of the billing period.
4. You must pay each invoice in full by the due date, excluding any amount subject to a good-faith dispute raised in accordance with Section C.5.
5. To dispute a charge, you must notify us in accordance with Section L within thirty (30) days of the invoice date, identifying the disputed amount and the basis for the dispute in reasonable detail. You must pay all undisputed amounts by the due date. Charges not disputed within thirty (30) days of the invoice date are deemed accepted.
6. If you fail to pay an invoice in full by the due date (excluding any disputed balance still under review), we will assess a late charge not to exceed five percent (5%) of the overdue balance. We will provide you written notice of nonpayment, and if the overdue balance remains unpaid ten (10) days after that notice, we may suspend your Service until the balance is paid in full.
7. Suspension of Service under this Section does not relieve you of your obligation to pay recurring charges that accrue during the suspension, and invoices will continue to be issued during any suspension.
8. If you Default on this Agreement, we may, at our discretion, terminate your Service for cause under Section O and/or refer your Account to a collections agency. You are responsible for our reasonable costs of collection, including collection agency fees and reasonable attorneys' fees, to the extent permitted by law.
9. Service availability, outage credits, and the process for requesting them are governed by the SLA. Credits issued under the SLA will be applied to your invoice.

D. Taxes, Surcharges, and Regulatory Fees

1. Our prices do not include taxes, surcharges, or regulatory fees. You are responsible for all applicable federal, state, and local taxes, fees, surcharges, and assessments arising from your purchase or use of the Service, including but not limited to sales, use, excise, and utility taxes, Universal Service Fund contributions, E911/911 surcharges, and any regulatory recovery fees, however designated.
2. These amounts will be itemized on your invoice and are subject to change as tax rates, surcharge rates, and regulatory obligations change. Changes to pass-through taxes, surcharges, and regulatory fees are not price changes under Section K and may take effect without advance notice.
3. If you claim exemption from any tax or surcharge, you must provide us with a valid exemption certificate. Exemptions apply prospectively from our receipt and acceptance of the certificate.

E. Leased Equipment

1. We may, but are not required to, lease you a telephone adapter to provide compatibility between our Service and your existing telephone hardware.
2. You are not required to lease equipment from us. However, we cannot guarantee compatibility between our Service and customer-owned hardware.
3. Title to all leased equipment remains with BabbleBlue at all times. You receive no ownership interest in leased equipment, and you may not sell, transfer, encumber, or modify it.
4. You are responsible for protecting any leased equipment from rain, lightning, power surges, and similar hazards, and you bear the risk of loss, theft, or damage to leased equipment while it is in your possession.
5. If leased equipment fails, you must contact us promptly so we can determine the appropriate course of action. If we determine that the equipment must be returned, we will provide a prepaid shipping label.
6. If we determine, upon receipt, that the failure was caused by a manufacturing defect, we will send you a replacement at no charge.
7. If we determine, upon receipt, that the failure was caused by negligence, improper handling, physical abuse, or any cause other than a manufacturing defect, we will bill you for our cost of the equipment plus all shipping charges incurred.
8. Upon cancellation or termination of your Account, you must return all leased equipment within thirty (30) days using the prepaid shipping label we provide. If equipment is not returned within that period, or is returned damaged beyond normal wear and tear, we will bill you our replacement cost for the equipment.

F. Telephone Numbers

1. At Account creation or any time thereafter, you may request a new telephone number from BabbleBlue or transfer ("port in") an existing telephone number.
2. If you request a new number, you may specify a preferred area code and exchange, but availability is not guaranteed. If your preference is unavailable, we will provide a list of alternatives.
3. To port in an existing number, we will require a Letter of Agency ("LOA"). We reserve the right, at our sole discretion, to accept or decline any LOA. If we decline, we will notify you.
4. Port requests are not guaranteed. The losing carrier may deny our port request. We will notify you if this occurs.
5. Telephone numbers are administered under applicable numbering regulations and do not constitute property of either party. While a number is assigned to your Account, we control its routing and provisioning.
6. You may port any telephone number on your Account to another provider at any time, consistent with applicable FCC local number portability rules. If doing so would leave your Account with no telephone numbers, we will treat it as a cancellation request under Section B.
7. Once a number is ported out, it is under the control of your new provider, and we have no further responsibility for it. Numbers on Accounts terminated for cause or closed with numbers remaining may be reassigned after any applicable aging period.

G. 911 Service

1. 911 service over VoIP differs in important ways from traditional wireline 911 service. These differences, your obligations, and the limitations of our 911 service are described in the 911 Service Disclosure and Acknowledgment, which is incorporated into this Agreement by reference. You must execute the 911 Disclosure before we activate your Service.
2. You must provide a valid physical service address ("Registered Location") for each applicable Service before activation, and you must promptly update your Registered Location whenever it changes, using the methods described in the 911 Disclosure.
3. If a 911 call cannot be routed to the appropriate public safety answering point because your Registered Location is missing, inaccurate, or outdated, and the call is instead handled by a national emergency call center, we will pass through a cost-recovery fee of $85 per incident. This fee reflects third-party charges we incur and is nonrefundable.
4. You are responsible for informing all users of the Service at your organization, including employees, contractors, and guests, of the limitations described in the 911 Disclosure.

H. Acceptable Use

1. Your use of the Service is governed by the BabbleBlue Acceptable Use Policy, which is incorporated into this Agreement by reference. You agree to comply with the AUP and to ensure that all use of the Service on your Account complies with it.
2. You are responsible for all use of the Service on your Account, whether or not authorized by you, including use by your agents, employees, contractors, and end users, and including unauthorized or fraudulent use resulting from the compromise of your equipment, systems, networks, or credentials. You are responsible for securing your systems and credentials and for promptly notifying us of any suspected compromise.
3. We may suspend or terminate your Service immediately and without notice if we reasonably determine that your use violates the AUP or applicable law, or presents a risk to our network, our customers, or third parties.

I. Service Levels

1. Service availability commitments, outage credit calculations, claim procedures, and exclusions are set forth in the SLA, which is incorporated into this Agreement by reference. The credits described in the SLA are your sole and exclusive remedy for any unavailability or degradation of the Service.

J. Limitation of Liability and Indemnification

1. Neither party shall be liable to the other for any failure or delay in performance caused by earthquake, flood, fire, natural disaster, act of God, war, armed conflict, terrorist action, lockout, boycott, electrical outage, or any other event beyond the reasonable control of the affected party. This Section does not excuse your obligation to pay for Service already rendered.
2. You agree to defend, indemnify, and hold harmless BabbleBlue, its officers, agents, and employees from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fees, arising from or related to: (a) your use of the Service; (b) your violation of this Agreement, the AUP, or applicable law, including the TCPA, the TSR, the Truth in Caller ID Act, and call recording and monitoring laws; (c) claims by your end users or by third parties receiving communications originated from your Account; or (d) any service provided, performed, or sold by you, your agents, officers, or employees.
3. We will not be liable for any indirect, incidental, consequential, punitive, or special damages, or for lost profits, lost revenue, or loss of data, even if advised of the possibility of such damages.
4. Our total aggregate liability arising from or related to this Agreement, regardless of the theory of liability, shall not exceed the total amounts you paid us for the Service in the six (6) months immediately preceding the event giving rise to the claim.
5. We make no warranties of any kind, express or implied, including any warranty of merchantability or fitness for a particular purpose. The Service is provided "as is" except as expressly stated in the SLA.
6. Our failure to enforce any provision of this Agreement does not waive our right to enforce it in the future.

K. Changes to Service, Account, and Agreement

1. We may make changes to the Service or your Account at any time.
2. We may change pricing for the Service with at least thirty (30) days' advance written notice to you. Changes to pass-through taxes, surcharges, and regulatory fees are governed by Section D.
3. We may amend this Agreement, the AUP, the 911 Disclosure, or the SLA at any time. We will notify you when changes take effect. If you object to a material amendment, you may cancel your Service under Section B without penalty for the remainder of your current billing cycle. Continued use of the Service after the effective date of any amendment constitutes your acceptance of the amended Agreement.

L. Notices

1. We will send notices to the email address and/or postal address associated with your Account. Notices are effective when sent. You are responsible for keeping your contact information current.
2. You must send notices to us in writing, by email to the support or legal contact address published on our website, or by mail to Jevin Canders LLC, 350 Northern Blvd, Suite 324, Albany, NY 12204. Notices to us are effective upon our receipt.

M. Assignment

1. You may not assign this Agreement or your Account, in whole or in part, without our prior written consent, which we will not unreasonably withhold. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

N. Choice of Law and Venue

1. This Agreement shall be governed by the laws of the State of New York and the United States, without regard to conflict-of-law principles.
2. Any dispute arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the state and/or federal courts located in Albany County, New York.

O. Termination

1. We may terminate your Account for convenience upon thirty (30) days' written notice to you.
2. We may terminate your Account immediately and without notice for cause, including violation of the AUP, Default on this Agreement, fraud, or use of the Service that presents a risk to our network, our customers, or third parties.
3. If we terminate your Account other than for cause, we will credit any prepaid but unused amounts on a prorated basis.
4. If we terminate your Account for cause, you remain responsible for all outstanding charges, and no prepaid amounts will be refunded.
5. Sections J, N, P, Q, R, and S of this Agreement, along with your payment obligations under Sections C and D and your equipment return obligations under Section E, survive termination.

P. Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Q. Subject Headings

Section headings are included for convenience only and have no legal effect on the interpretation of this Agreement.

R. Authority to Bind

The individual signing this Agreement represents and warrants that he or she has full legal authority to bind the Customer to its terms.

S. Entire Agreement

This Agreement, together with the following documents incorporated by reference, constitutes the entire agreement between BabbleBlue and the Customer and supersedes all prior oral or written agreements or representations relating to its subject matter:

1. the Acceptable Use Policy;
2. the 911 Service Disclosure and Acknowledgment;
3. the Service Level Agreement;
4. the Privacy Policy; and
5. any applicable rate schedules or order forms.