Ascentive PBX License Agreement

Version 2026-10-14

This agreement is between Ascentive Services LLC, a Michigan limited liability company doing business as AVS Group ("AVS", "we", "us"), and the business that accepts it ("Partner", "you"). It covers the Ascentive PBX software, the partner portal subscription that pays for it, and, on the Hosted and Enterprise Plans, the Servers we host for you.

Key points

Please read these first. They are part of the agreement. If this summary and a numbered clause differ, the numbered clause wins.

1. Your subscription renews every month on the 1st (UTC) and your card is charged until you cancel. You can cancel at any time in the partner portal. The cancellation takes effect at the end of that month (clauses 7.4, 7.7 and 7.9).
2. The Software checks in with the Activation Server every 15 minutes. It sends counts and technical details, never call content (clauses 4.2 and 4.4). If it cannot check in, the Software limits and then stops outside calls, texts, chat and settings changes on your Server. If your license is suspended, cancelled or expired, this happens at your next Check-in. You agree to this (clauses 4.6 to 4.8). These limits never stop calls to Emergency Numbers (Key point 3).
3. Emergency calling (911). The license check never stops a call to an Emergency Number. But 911 still has limits you must know about (Part 6). - No license state, Call Path count or extension limit ever stops a call to an Emergency Number. This includes a locked Server and an extension over your licensed limit (clauses 3.1, 3.2, 4.6 and 6.1(b)). - For 60 minutes after a call to an Emergency Number, incoming calls to that Company's numbers get through and are not counted, so that the emergency service can call back (clause 6.1(e)). After those 60 minutes, a call back is treated like any other incoming call. On a locked Server, when all Call Paths are in use, or at the 24 hour stage while another outside call is up, it is refused or gets a busy signal (clause 6.4(d)). - Admins can change emergency settings even while a Server is locked (clause 4.6). - Emergency alert emails are still sent while your license is suspended, cancelled or expired, as long as an alert address is set and the mail path works (clauses 6.1(d) and 10.6). - A disabled extension cannot make any call, including a call to 911 (clause 6.3(h)). - 911 also depends on power, internet, your carrier and the address registered with your carrier. During an internet failure, an Ascentive SBC can carry a 911 call only if it has its own line to the phone network. Keeping the location of each phone up to date is your duty, not ours (clause 6.3). We do not provide phone or 911 service. You must set up 911 correctly and tell your users how it works.
4. One outside call at a time per Licensed Extension, counted across the whole license (clause 3.2).
5. The Software is provided "as is" and our liability is limited (Parts 13 and 14).
6. Disputes go to the courts of Michigan, without a jury, and only as individual claims (Part 17).

Part 1. Definitions and how this agreement works

1.1 These words have these meanings in this agreement.

• "Activation Server" means our server that issues license Leases, at activation.avs-voip.com or another address we use for it.
• "admin portal" means the web pages on a Server where its admins manage it, including its License page.
• "business day" means a day other than a Saturday, a Sunday or a US federal holiday. "business hours" means 9 a.m. to 5 p.m. Eastern Time on a business day.
• "Call Back Window" means the 60 minutes after the latest call to an Emergency Number from a Company (clause 6.1(e)).
• "Call Path" means one outside call that is up at one time, counted as one carrier channel (clause 3.2).
• "Check-in" means the signed status request the Software sends to the Activation Server when it starts and then every 15 minutes (clause 4.2). A "good Check-in" is one that the Activation Server answers with a valid Lease.
• "Company" means a company (tenant) set up on a Server. One Server can hold several Companies.
• "Emergency Number" means a number set in the Software as an emergency number for a Company on your Server, such as 911 in the United States.
• "emergency settings" means the Emergency Numbers, emergency caller IDs, site address, location notes, alert email address and carriers for emergency calls that are set in the Software for a Company and its extensions.
• "End Customer" means any business or person to whom you provide phone service using the Software, including your own business.
• "Hosted Service" means the Servers we host for you on the Hosted or Enterprise Plan and the services we provide for them under Part 8.
• "Lease" means the signed record the Activation Server sends to a Server. It states the Server's license status, Plan, Licensed Extensions and lock times.
• "License Key" means the key in your partner portal, or that we give you, that activates the Software.
• "Licensed Extensions" means the extensions you pay for at that time or, on a trial, the extensions the trial key allows. Where this agreement means a count, it says "the number of Licensed Extensions".
• "partner portal" means our web portal at www.avs-voip.com/partners/portal, where you manage your account, subscription and License Key.
• "Plan" means Standard, Pro, Hosted or Enterprise (clause 7.1).
• "Server" means a computer, physical or virtual, on which the Software runs.
• "Software" means the Ascentive PBX server software, its installer, the Ascentive SBC software, the admin portal, the web client, the Ascentive Phone apps and branded versions of them, and every update we provide. It does not include Open Source Components (clause 12.4).
• "Usage Data" means the data listed in clauses 4.2 and 4.3.
• "User" means any person who uses an extension, phone, app, web client or admin login on your Server.
• "Your Data" means the call records, recordings, voicemail, texts, chat, transcripts, summaries, contacts, settings and other content stored on your Server or in the Hosted Service. Usage Data is not Your Data.

1.2 Business use only. You confirm that you are a business and that you use the Software for business purposes, not for personal, family or household use.

1.3 How you accept. You accept this agreement when you first do any of these: you subscribe in the partner portal, you order the Hosted Service, or an admin accepts it on a Server's License page when activating the Software with your License Key. A person who accepts for a business confirms that they have authority to bind that business. If a person activates a Server with your License Key, they activate it on your behalf, and you are responsible for that Server as if you had activated it yourself. If that person works for a different organization (for example your End Customer or your contractor), that organization also agrees to Parts 3, 4, 6, 11 and 12 for its own use of the Software, and the person activating confirms that they have authority to bind it. On the Hosted Service, we activate the Server on your behalf, under the agreement you accepted when you ordered.

1.4 Electronic records. This agreement is formed and signed electronically. The act by which you accept it under clause 1.3 is your electronic signature on it, adopted with the intent to sign it. Each party agrees that this has the same effect as a signed paper contract. When an admin accepts on a Server's License page, the Server sends us the version accepted, the admin's email address, the time and the internet address it was accepted from (clause 4.3(a)). We keep that record for at least 7 years after this agreement ends. You can read the current version at www.avs-voip.com/partners/terms at any time.

1.5 Order of documents. If documents conflict, this order applies: first, a separate written agreement signed by both of us that says it overrides this agreement, then this agreement, then anything on our website. Prices and Plans are set out in Part 7 and in the partner portal. Statements on our website are not promises unless this agreement repeats them. Our privacy policy explains our practices. It is not part of this agreement.

Part 2. The license

2.1 While your subscription is active and paid (or your trial is running), we grant you a non-exclusive, non-transferable, non-sublicensable license to install and run the Software, for your Plan and up to your Licensed Extensions, on:

• (a) one active PBX Server for your License Key,
• (b) on the Enterprise Plan, one standby Server paired with it for failover. The standby Server does not make or take outside calls, other than calls to Emergency Numbers, until it takes over, and
• (c) up to 20 Ascentive SBC Servers.

The license is granted on condition that you comply with clauses 3.1, 3.4, 3.5 and 3.6. Use outside those limits is outside the license.

2.2 You may use the Software to provide phone service to your End Customers, under your own brand, as Part 9 allows.

2.3 The phone apps (Ascentive Phone and branded versions of it) are free. They are licensed only for use with a licensed Ascentive PBX Server. The app store's own terms also apply to the download.

2.4 You may make backups of the Software and of Your Data, and restore them onto a Server that is licensed under this agreement.

2.5 A trial key works for the period we give you with it and then expires. When it expires, the Server locks as clause 4.7 describes. A trial does not turn into a paid subscription unless you subscribe.

2.6 We keep every right that this agreement does not grant to you.

Part 3. Limits you agree to

3.1 Extensions. You may not run more extensions than the number of Licensed Extensions. Disabled extensions count. The Software will not add an extension past the limit. If a Server has more extensions than the limit (for example after a key with a smaller limit is entered), the Software refuses to apply changes and gives full service only to the oldest extensions up to the limit. Extensions over the limit can call Emergency Numbers and nothing else. They cannot make or take any other call. If this happens, delete extensions or buy more Licensed Extensions at once. Each extension may have up to 8 devices set up, and the Software will not add a ninth. No more than 5 devices can be registered on one extension at the same time. A sixth replaces the oldest.

3.2 Call Paths. Each Licensed Extension includes one Call Path. Your Call Paths are counted across every Company on the Server together. 20 Licensed Extensions means up to 20 outside calls up at once. Each outside call leg that is ringing or connected counts, including a leg that a forward, ring group or queue sends to an outside number. When all Call Paths are in use, a new outgoing call is refused with a spoken message ("All licensed call paths are in use"), and a new incoming call gets a busy signal. An incoming call that is forwarded or transferred to an outside number uses two Call Paths. Calls to an Emergency Number are never counted and never refused by this limit. During a Company's Call Back Window, incoming calls to that Company's numbers are not counted and not refused either (clause 6.1(e)). After the Call Back Window ends, a call back from an emergency service is an ordinary incoming call. It gets a busy signal when all Call Paths are in use (clause 6.4(d)).

3.3 One license, one Plan. Each partner account has one License Key and one Plan. Plans cannot be mixed within a license.

3.4 Copying and distribution. You may not copy, sell, rent, lease, lend, sublicense or distribute the Software itself, or give a License Key to anyone except to activate a Server under your license. Providing phone service to End Customers under Part 9 is allowed. Giving the free phone apps to Users through the app stores is allowed.

3.5 The license check. You may not remove, disable, work around, patch or tamper with the license check, the Check-in, the call path count, the extension count or the update mechanism, or run the Software with a Lease that our Activation Server did not issue for that Server. You may not help anyone else do these things.

3.6 Reverse engineering. You may not reverse engineer, decompile or disassemble the Software, except to the extent the law gives you that right regardless of this clause, or an Open Source Component's license allows it (clause 12.4).

3.7 Notices and branding. You may put your own brand on the admin portal, the web client and the apps where the Software provides for it. You may not remove our copyright notices, the open source notices or the license agreement from the Software.

3.8 License checks. If we reasonably believe that you are using more than your license allows, we may ask you in writing to confirm the Servers, Companies and extensions you run under your License Key, and to show us the License page of each Server. We will not ask more than once in 12 months unless an earlier check found a shortfall. You must answer within 10 business days. If you used more than you paid for, you pay the difference at the current price for the time of the overuse. We do not visit your premises or log in to your Servers for this.

Part 4. Activation, Check-in and license enforcement

4.1 Activation. The Software must be activated with a License Key. A new install works for 72 hours without a key so that it can be set up. After that, outside calls, texts and chat stop until a key is entered. Settings stay open so that you can enter the key. Calls to Emergency Numbers still go out, call backs during a Call Back Window still get through (clause 6.1(e)), and emergency settings can still be changed.

4.2 What a Check-in sends. After activation the Software checks in with the Activation Server when it starts and then every 15 minutes. Each Check-in is signed with the Server's own key and sends only:

• (a) the Server's instance ID (a random ID our Activation Server gave it), the time, and a one-time number that stops replays,
• (b) the Software version, the Server's public host name and its server name,
• (c) the number of extensions and the Server's license stage,
• (d) a check value (a hash) of the Software's license files, and which recipe made it, and
• (e) usage counts: the number of extensions and of Companies, the most devices on any one extension, the total devices, the calls in the call history since midnight UTC, the most outside calls up at once since the last Check-in, the outside calls up at that moment, and the version.

4.3 What other requests send.

• (a) Activation sends the License Key, the Server's public signing key, a fingerprint (a hash of the Server's machine ID and host name), the host name, server name, version, number of extensions, the check value, the Server type (PBX, standby or SBC), whether you chose to move the license from another Server, and the acceptance record: the version of this agreement, the email address of the signed in admin who accepted it, the time and the internet address.
• (b) The installer's download request sends the License Key, the product, the host name and whether you chose to move the license. We keep a hashed one-time download token with the internet address it was asked from.
• (c) On the Enterprise Plan, each Server of a failover pair sends every 60 seconds its instance ID, the time, a one-time number, its role, its host name and the state and time of its last data copy. A standby Server that cannot reach its partner also sends the instance ID of the paired Server, how many checks failed and the last error.
• (d) A Server that uses the Ascentive mail service asks for its mail login with its instance ID, the time and a one-time number (clause 10.6 covers the mail itself).
• (e) An update download sends the version wanted, the instance ID, the time and a signature.
• (f) Deactivate sends the instance ID, the time and a one-time number.
• (g) The installer's key check, for the PBX and for the Ascentive SBC, sends the License Key and the product.

Our servers also see the internet address each request comes from, as every web server does. The Activation Server stores it with each Check-in and in its event log.

4.4 What the Software never sends. Check-ins and the other requests in clause 4.3 never send call audio, recordings, voicemail, transcripts, summaries, text or chat messages, call records, phone numbers, contact lists, or names or addresses of Users or End Customers. The only personal information we receive from a Server through these requests is the accepting admin's email address (clause 4.3(a)) and the internet address of each request. The host name and server name are chosen by you and may include a business name. Other services carry personal information when you use them: the Ascentive mail service (clause 10.6), push notifications (clause 10.7) and the Hosted Service (Part 8).

4.5 What we use it for. We use Usage Data to issue and check licenses, bill by extension and set the lowest count you can reduce to (clause 7.6), offer and deliver updates, run Enterprise failover, give support, keep records of acceptance, protect the Software and the Activation Server against misuse, and see in total how the Software is used. Our server raises alerts to us when, for example, a Server reports more extensions or calls than its license, more than 8 devices on one extension, changed license files, frequent moves between Servers, a long silence, or repeated wrong keys. Our privacy policy at www.avs-voip.com/privacy-policy says more.

4.6 What happens when the Server cannot check in. This clause applies to PBX Servers and standby Servers. An Ascentive SBC Server does not check in and is not locked by this clause. It keeps its last settings while the PBX Server it serves is locked. The Software works out its own stage from the time of its last good Check-in, using the Server's own clock:

When the Server is locked:

• (a) calls to an Emergency Number still go out, and texts to an Emergency Number still go,
• (b) calls already in progress continue until they end, and only new calls are stopped,
• (c) incoming calls are refused, except that incoming calls to a Company's numbers during its Call Back Window still get through (clause 6.1(e)),
• (d) admins can still sign in, see the status, read and download Your Data, fix the connection and change emergency settings. You can also change the address on file for a number at your carrier,
• (e) the Server still sends emergency alert emails, if it can reach its mail server (clauses 6.1(d) and 6.4(e)), and
• (f) we do not promise that calls between extensions keep working.

Full service returns at the first good Check-in. These times can change only by an update or a Lease from us, and we will not make them shorter than the times in this table.

4.7 Suspended, cancelled, expired or moved licenses. At the next Check-in after your license is suspended (clause 7.10 or 16.3), cancelled, ended or expired, the Server locks as in clause 4.6 at once, without the 45 minute, 24 hour and 48 hour steps. If you press Deactivate on a Server, that Server locks at once. If the license is activated on another Server, the old Server locks at its next Check-in. Locking never deletes Your Data, and it ends as soon as the license is active again. The Ascentive mail service also stops while your license is suspended, cancelled or expired, except for emergency alert emails (clause 10.6).

4.8 You authorize this. You agree that the Check-ins and the limits in clauses 3.1, 3.2, 4.6 and 4.7 are features of the licensed Software that you have chosen to install. They are not a defect, a virus or an intrusion. We do not log in to your Server to apply them. The Software applies them itself, on your Server, from the signed Lease it receives or does not receive. You must tell your End Customers about them and get their agreement (clause 9.3).

4.9 Moving a license. You may move your license to another Server at any time. Deactivate it on the old Server first. If the old Server is dead, you can activate the new one once the old one has been silent for 24 hours, release the key in the partner portal, or ask us to release it. The installer, and the License page in the admin portal, can also take over a license from a live Server if you confirm it. The old Server then locks at its next Check-in (clause 4.7). We may ask you about frequent moves.

4.10 If our Activation Server fails. If Servers cannot check in because of a fault on our side, we will work to restore the Activation Server as fast as we reasonably can. For each full day that a Server whose subscription was paid up spent at the 24 hour stage or locked only because of that fault, we credit one day's subscription fees against your next invoice. That credit is your sole remedy for the fault. If we stop running the Activation Server for good, for any reason (including if we stop doing business), we will first send a Lease or an update that lets every Server whose subscription is paid up to that date keep running without Check-ins.

Part 5. Updates and support

5.1 Updates. We publish updates through the update channel. By default the Software downloads and installs each update by itself on the schedule you set (daily, weekly or monthly, at a time you choose). You may switch automatic updates off and install by hand. You can roll an update back once, to the version that ran before the last update. This agreement covers every update. An update will not add a new way of limiting service under Part 4 unless we have given notice of it under clause 18.2.

5.2 Signed updates. Updates are signed. The Software refuses an update that we did not sign.

5.3 Keeping current. We may stop supporting an old version. We recommend leaving automatic updates on, because updates can carry fixes for security, emergency calling and the license check. On the Hosted Service we install updates for you (Part 8).

5.4 Support. We give support to Partners by phone and email. We do not promise a response time or a fix time unless a separate signed service level agreement says so. You support your own End Customers and Users (clause 9.5). If you give us access to a Server for support, we use it only for that support.

Part 6. Emergency calls (911)

6.1 What the Software does. The Software:

• (a) is set up so that a User can dial 911 directly from any extension it serves, with no prefix or extra digit. Each new Company gets an emergency route for this,
• (b) never blocks an outgoing call to an Emergency Number because of the license state or stage, a suspension, the Call Path limit or the extension limit. An extension over your licensed limit can still call Emergency Numbers (clause 3.1),
• (c) lets you set an emergency caller ID for each Company and each extension, so that each place can send its own number with its own registered address at your carrier. Each emergency caller ID must be one of that Company's own inbound numbers, so that a call back reaches it. You can also add a location note for each extension. The location note appears only in the alert email. It is not sent to your carrier or to the emergency service. The emergency service sees the address your carrier holds for the emergency caller ID.
• (d) can send an alert email when someone dials an Emergency Number. The email names the extension, the caller ID sent with the call (the call back number), the extension's location note, the site address and the time. The web client also shows an alert. If you use the Ascentive mail service, it still sends emergency alert emails while your license is suspended, cancelled or expired (clause 10.6),
• (e) lets the emergency service call back. For 60 minutes after a call to an Emergency Number from a Company (the Call Back Window), incoming calls to that Company's numbers get through whatever the license state or stage, and they are not counted as Call Paths. Each new call to an Emergency Number starts a new Call Back Window. A call back rings where the call flow for the number called sends it, and
• (f) lets admins change emergency settings even while the Server is locked (clause 4.6).

6.2 What we do not do. We do not provide phone service, phone numbers, a connection to the public phone network, or 911 service. A 911 call goes out over the carrier (SIP trunk provider) that you or your End Customer connect to the Server. That carrier, not AVS, carries the call to the emergency service and holds the address on file for each number. We do not register addresses with any carrier or 911 database. We do not intend to act as your interconnected VoIP provider, and we do not take on that role unless a separate signed agreement says so.

6.3 Your duties. Federal law puts duties on anyone who sells, leases, installs, manages or operates a multi-line telephone system (47 U.S.C. 623 and 47 CFR 9.16), and that can include us. Clause 6.6 covers our own duties. For each Server you run or sell, you must do the following, or make sure your End Customer does it:

• (a) keep direct 911 dialing working from every extension. Do not remove or change the emergency route except to add more emergency patterns,
• (b) set up the alert email, which is meant to serve as the MLTS notification, to go to a place where someone is likely to see it at once, and check that it works. If you use the Ascentive mail service for it, read clause 6.4(e),
• (c) give each extension an emergency caller ID whose number has the correct dispatchable location (the validated street address plus the floor, suite or room needed to find the caller) registered with the carrier, update it whenever a phone or person moves, and set the call flow for that number so that a call back reaches someone who can answer it,
• (d) for phones, apps and web clients that can be used away from their registered address, make sure each 911 call from them carries a location that 47 CFR 9.16(b)(3) allows: an automatic dispatchable location where that is technically feasible, otherwise a dispatchable location that the User updates by hand, or enhanced location information (which may be based on coordinates). The Software has no feature today that lets a User update their own location, and it does not send a device's location. So for these devices you need a carrier service that supplies the location, or you must not let them be used away from their registered address. Telling Users to call 911 from their mobile phone is extra advice, not a substitute for this duty,
• (e) if you or your End Customer provide interconnected VoIP service, give each subscriber the 911 notice, get and keep each subscriber's acknowledgment, and either give out warning labels or notify subscribers another conspicuous way, as 47 CFR 9.11(b)(5) requires,
• (f) keep the Emergency Numbers right for each country where Users are,
• (g) test emergency routing only with your carrier's test number (933 in many places), never by calling 911 without an emergency,
• (h) remember that a disabled extension cannot make any calls, including 911, and that an extension over your licensed limit can call only Emergency Numbers (clause 3.1),
• (i) tell every User how emergency calling works on this system and what its limits are (clause 6.4), and
• (j) keep your license active and paid, and buy enough Licensed Extensions for your busiest time. Outside a Call Back Window, a locked Server refuses incoming calls and a full set of Call Paths gives them a busy signal, and that includes a late call back from an emergency service (clause 6.4(d)).

6.4 Limits of emergency calling. Emergency calls over the internet may not work, or may not send the right location, and call backs may not get through, when:

• (a) power, internet, the Server, the carrier or the User's phone or network fails. An Ascentive SBC can carry a 911 call during an internet failure only if it has its own gateway to a phone line,
• (b) a phone, app or web client is used somewhere other than its registered address, or the address on file is wrong,
• (c) an Enterprise failover is switching Servers (calls drop and service returns in about 5 to 10 minutes),
• (d) the emergency service calls back after the Call Back Window has ended, and the Server is locked, all Call Paths are in use, or the Server is at the 24 hour stage and another outside call is up. That call back is then treated like any other incoming call. It is refused or gets a busy signal,
• (e) the alert email address is not set, or the mail path does not work. If you use the Ascentive mail service, it still sends emergency alert emails while your license is suspended, cancelled or expired, but it cannot send them while our servers or our mail delivery provider are down, or before the Server has been activated. You can use your own mail server instead (clause 10.6),
• (f) a phone is on a disabled extension. It cannot call 911 at all, or
• (g) the call flow for the number called sends a call back to a place where no one answers (clause 6.3(c)).

Users should keep another way to call for help, such as a mobile phone.

6.5 Liability for emergency calls. We are not liable for any failure or delay of an emergency call or a call back, or for wrong location information, unless it is caused by our gross negligence or willful and wanton misconduct. Nothing in this agreement waives any immunity or limit of liability that the law gives us or our suppliers, including any protection under 47 U.S.C. 615a, to the extent it applies to us. Clause 15.1 covers claims about emergency calls on your Servers.

6.6 Our own duties. As the maker and seller of the Software, we keep it set up so that a User can dial 911 directly, with no prefix, from any extension the Software serves, and so that each extension can send its own emergency caller ID for the carrier to match to the address on file. On the Hosted Service, we keep the emergency route and the alert email feature working at platform level, and you set them up for each Company and extension under clause 6.3. If the law puts a duty on us directly, this agreement does not move that duty to you.

Part 7. Partner Billing Terms

7.1 Plans and prices. Prices are in US dollars, per Licensed Extension, per month.

7.2 What you pay for. You pay for your Licensed Extensions, not for the extensions you happen to use. On Hosted we bill at least 10, and on Enterprise at least 50, even if you set or use fewer.

7.3 How you pay. You pay by card in the partner portal. You enter the card on Stripe's own page. Stripe, our payment processor, holds your card details. We never see or store your full card number.

7.4 Monthly billing on the 1st. Your subscription runs month to month. We charge for each month in advance on the 1st at 00:00 UTC. In Michigan that is the evening of the last day of the month before. When you first subscribe, we charge for the days left in that month, and then the full monthly amount on each 1st after that.

7.5 Adding extensions or moving up a Plan. An increase in Licensed Extensions, or a move to a higher Plan, starts at once. We charge at once for the rest of the current month, pro rata for the time left in the month. The full new amount is charged from the next 1st. The Server picks up the change at its next Check-in.

7.6 Reducing extensions or moving down a Plan. A reduction, or a move to a lower Plan, takes effect on the next 1st. There is no refund or credit for the current month. You cannot reduce below the number of extensions on your Server at the time you ask (delete extensions on the Server first), or below your Plan's minimum. If we cannot reach the Activation Server to check that number, the reduction is refused for now and you can try again later. If you increase again before the 1st, the waiting reduction is cancelled. If your Server uses more extensions on the 1st than the reduced number, we keep you at the number in use and charge the difference for that month at once. Moving from Hosted or Enterprise to Standard or Pro means moving to your own Server (clause 8.7 applies to Your Data).

7.7 Your authority to charge. By subscribing you authorize us, through Stripe, to charge your card on file on each 1st for the monthly amount, and at once for each increase you make, until you cancel. Keep a valid card on file. You must tell us about a change of billing contact.

7.8 Taxes. Prices do not include taxes. You pay any sales, use, telecommunications or similar tax that applies to your purchase, except taxes on our income. If we must collect a tax, we add it to the invoice.

7.9 Cancelling. You can cancel at any time in the partner portal (Subscription, Cancel) or by email to [email protected]. The cancellation takes effect at the end of the month in which you cancel (the next 1st at 00:00 UTC). An email cancellation counts from when it reaches us (clause 18.5). There is no refund for that month. The partner portal shows the date your subscription ends, and you can undo the cancellation there before that date. When it takes effect, your license ends and your Servers lock at their next Check-in (clause 4.7). On the Hosted Service, clause 8.7 applies.

7.10 Failed payments and suspension.

• (a) If a payment fails, Stripe tries again for the period we set in Stripe (currently about two weeks). While it retries, your license stays on, the partner portal asks you for a new card, and the partner forums close. We do not promise to email you about a failed payment. Stripe may do so where we have turned that on.
• (b) If the last retry fails, the partner portal suspends your license automatically, except as paragraph (f) provides. A suspended license locks your Servers at their next Check-in (clause 4.7). Calls to Emergency Numbers, call backs during a Call Back Window, changes to emergency settings and emergency alert emails keep working (clause 6.1). Other incoming calls are refused (clause 4.6).
• (c) When you add a working card in the partner portal, it charges the open invoices at once. When they are paid we turn the license back on, and your Servers return to normal at their next Check-in, normally within 15 minutes.
• (d) Suspension does not cancel your subscription. If you have not paid 30 days after suspension, we may cancel your subscription and end this agreement by email. You still owe the unpaid amounts.
• (e) You agree that suspension under this clause is a remedy you accepted in advance. To the extent the law allows, we are not liable to you for a suspension made in line with this clause, except for our gross negligence or willful and wanton misconduct. You must tell your End Customers about suspension as clause 9.3(b) requires.
• (f) Partners in Virginia or Maryland. This paragraph applies if the billing address on your partner account is in Virginia or Maryland. Before we suspend your license under this clause, or end this agreement under clause 7.10(d) or 16.4(a), we will send a written notice to the person you name to receive it. Until you name someone else, that person is the contact named on your partner account, at the email address on that account. You can change the person or the address at any time by email to [email protected]. The notice will say that we intend to suspend your license or end this agreement on or after a date at least 45 days (Virginia) or 30 days (Maryland) after you receive the notice. It will also describe the breach, and give the name, title, address, phone number and email address of the person at AVS you can contact about it. If you fix the breach before that date, we will not suspend your license or end this agreement for it. This paragraph does not apply to a suspension under clause 16.3.

7.11 Price changes. We may change our prices or Plans by giving you at least 30 days' notice by email and in the partner portal. A change to a Plan that removes a feature you use counts as a price change under this clause. A change takes effect on the first 1st after the notice period. If you do not accept it, you can cancel before it takes effect and you will not pay the new price.

7.12 Questions about a charge. If you think a charge is wrong, email [email protected] within 60 days of the invoice date. We will look at it and reply. If we agree, we refund or credit the difference. Charges you do not question within 60 days are final, except for our own clear mistakes. Please contact us before you dispute a charge with your card issuer. If you dispute a valid charge with your card issuer, we may treat the amount as unpaid under clause 7.10.

7.13 Estimates. The price calculator on our website is an estimate. The invoice is what you owe.

7.14 Other prices. A different price applies only if we agree it in writing.

Part 8. Hosted and Enterprise service

8.1 What we do. On the Hosted and Enterprise Plans we host the Server for you. We set it up, activate it for you (clause 1.3), give it a web address under our domain, keep its certificate current, watch it, take nightly backups and install updates. You get the platform admin login. We keep the system (root) access to the Server.

8.2 What you do. You set up and run everything inside the phone system: Companies, extensions, Users, phones, carriers, phone numbers, texting, call recording settings and 911 (Part 6). You bring your own carrier unless we agree in writing to provide one. As between us, you are the person who manages and operates the phone system for 47 U.S.C. 623 and 47 CFR 9.16, and we only host the Server it runs on. Clause 6.6 still applies.

8.3 Where it runs. We run Hosted Servers with a cloud hosting provider we choose, in the region you choose when you order. We may move a Server to another provider or region in the same country after notice to you.

8.4 No uptime promise. We aim to keep the Hosted Service available, but we do not promise any uptime or response time unless a separate signed service level agreement says so. We may restart a Server or take it down for maintenance. We try to do this outside business hours and to tell you first, except in an emergency.

8.5 Backups. We keep recent nightly backups of each Hosted Server. By default the last 3 are kept on the Server itself, and other copies are kept only where we set up an off-Server destination. By default a backup holds only the last 7 days of call recordings. Backups are a safety net, not an archive. You should export what you need to keep.

8.6 Enterprise failover. On the Enterprise Plan we run a second Server in another data center. Data is copied to it every 15 minutes. If the main Server stops answering and our Activation Server agrees, phones are moved to the second Server, normally within 5 to 10 minutes. Calls in progress drop, and changes made since the last copy (up to about 15 minutes of settings, voicemail, recordings and call history) may be lost. The switch needs our Activation Server to be reachable. You must set your carriers to reach both Servers (for example by our web address, or by adding both addresses). We do not promise that failover will work every time.

8.7 When the Hosted Service ends. When your Hosted or Enterprise subscription ends for any reason, the Server locks (clause 4.7). For 30 days after that, admins can still sign in and download Your Data, and on request we send you the latest full backup file. After those 30 days we delete the Server. We may keep a final snapshot for up to 30 more days in case you ask for it, and then delete it. We do not keep Your Data after that, except copies in backups that are deleted on their normal cycle.

8.8 Our access to Your Data on the Hosted Service. Our staff can reach Hosted Servers in order to run them. Our staff may do this from outside the United States, including from Thailand. We access and use Your Data only to provide, support and secure the Hosted Service, to follow your instructions, or when the law requires it (clause 10.4).

Part 9. Reselling to End Customers

9.1 What you may do. You may use the Software to provide phone service to End Customers under your own name and brand, and charge them what you choose.

9.2 Your relationship. End Customers are your customers, not ours. We have no contract with them. You are responsible to them for the service you provide, and for the acts of your End Customers and Users as if they were your own.

9.3 Your End Customer terms. Before an End Customer uses the Software, you must have a written agreement with them (it may be accepted online) that at least:

• (a) explains how emergency calling works and its limits, as in clauses 6.3 and 6.4, and gets any acknowledgment the law requires,
• (b) tells them, and gets their agreement, that the system checks in with a license server, what it sends (clauses 4.2 to 4.4), and that service can be limited or stopped as clauses 4.6 and 4.7 describe, including when your own license is suspended or ends,
• (c) requires them to follow the law on call recording, texting and calling (Part 11), and to tell callers, where the law requires it, that calls may be recorded or transcribed, may be answered by an automated assistant, and are handled by a service provider,
• (d) forbids copying, reverse engineering and tampering in line with Part 3,
• (e) says that AVS gives them no warranty and has no liability to them, to the fullest extent the law allows, and
• (f) protects us as well as you, where the law allows, so that we can rely on the terms in (a) to (e).

9.4 Your own legal duties. You are responsible for any license, registration, tax, 911 fee, number or carrier obligation that applies to the phone service you provide. This includes, where they apply to you, the rules for interconnected VoIP providers and the carriers' rules for business texting.

9.5 Support for End Customers. You give first-line support to your End Customers and Users. We support you, not them, unless we agree otherwise.

Part 10. Your data, privacy, recording, AI and health information

10.1 You own Your Data. We claim no ownership of Your Data.

10.2 Self-hosted Servers (Standard and Pro). Your Data stays on your Server, except as clauses 10.6 and 10.7 describe, and except backups you send to a destination you set up (such as SFTP or Google Drive). We cannot see it through the Software's normal operation. We see it only if you give us access, for example for support.

10.3 Hosted Service. On Hosted and Enterprise, Your Data is stored on Servers we run (Part 8). We act for you as your service provider. We do not sell Your Data, share it for advertising, use it to train any AI, or use it for any purpose other than providing the Hosted Service to you. Where the California Consumer Privacy Act or a similar state law applies to you, we act as your service provider (or processor) for Your Data. We do not sell or share it, or keep, use or disclose it outside our direct business relationship with you. We will not combine Your Data with personal information we receive from anyone else or collect ourselves, except as that law allows. We will comply with that law for Your Data, tell you if we can no longer do so, and let you take reasonable steps to stop and fix any unauthorized use.

10.4 Legal requests. If a court or authority orders us to give it Your Data, we will tell you first where the law allows, so that you can object.

10.5 Usage Data. Part 4 lists exactly what the Software sends us. We keep the latest counts for each Server, the daily peaks, and a short history of recent Check-ins with their internet addresses, and we use them as clause 4.5 says.

10.6 Mail through our service. If you choose the Ascentive mail service in the Software's mail settings, emails that the Software's app sends (such as voicemail copies, call summaries, transcripts and alerts, including emergency alert emails) pass through our mail server and our mail delivery provider on their way to the recipient. A voicemail email can include the recording. Voicemail emails sent by the phone system's own voicemail program use the Server's own mail settings and may not use our service. We do not read these emails. They wait on our server only until they are passed on. Our mail logs record the sender, recipient, time and size. Our mail delivery provider keeps its own logs, and may keep copies for a short time, under its own terms. While your license is suspended, cancelled or expired, the service stops, except that it still sends emergency alert emails (clause 6.1(d)). You can use your own mail server instead.

10.7 Push notifications. The Ascentive Phone app for Android uses Google Firebase Cloud Messaging to wake a phone for calls and to show new voicemail, texts and chat. Apple's push service will be used once the iPhone app supports it. A notification can carry the caller's number and name, or the first words of a text or chat message. For the Ascentive Phone app, pushes are sent through our own Google Firebase account, so they pass through Google under our account. We do not store them. The platform admin can switch push off for a whole Server. Phones are then not woken for calls.

10.8 AI features (Pro, Hosted and Enterprise). Transcription, summaries, redaction, the AI receptionist and the admin helper run on the Server itself. The Software never sends call audio, transcripts or questions to an outside AI service. The installer downloads the AI models and tools from public sources (such as Hugging Face and the Python package index) when it sets them up. You understand that:

• (a) transcripts and summaries can be wrong, and every summary says so. Check them before you rely on them,
• (b) redaction is pattern matching. It misses some health, sensitive and personal information and is not a compliance guarantee, and
• (c) the AI receptionist uses a computer voice and listens to the caller's answer for a few seconds to route the call.

10.9 Call recording and transcription. The Software can record calls and transcribe recordings, but you and your End Customers decide whether to turn this on. Some places require every party to a call to consent before it is recorded. You must give the notices and get the consents that the law requires where any party to the call is, for example with a greeting that says calls may be recorded. We do not decide what is recorded and we do not receive recordings from self-hosted Servers.

10.10 Health information. We are not a covered entity under HIPAA.

• (a) On Standard and Pro, we do not store protected health information in the Software's normal operation. But the Ascentive mail service (clause 10.6) and push notifications (clause 10.7) carry content through our accounts. Do not give us support access to protected health information, do not send it through the Ascentive mail service, and switch push off on any Server that handles it, unless we have signed a business associate agreement (or subcontractor business associate agreement) with you.
• (b) On Hosted and Enterprise, the Hosted Service stores Your Data. A phone system for a health care provider, or for any business that handles protected health information for one, always holds protected health information (for example patient voicemails, recordings and call records). Do not put such a business on the Hosted Service unless we have both signed a business associate agreement (or subcontractor business associate agreement) first. We decide case by case whether to offer one. When you order a Hosted Server, you must tell us whether it will serve such a business.
• (c) Without a signed business associate agreement, you are responsible for keeping protected health information out of the parts of the service described in (a) and (b). If protected health information reaches us without a signed agreement, that is your breach of this clause, and you must tell us at once.

10.11 Security. We protect the Activation Server, our portals and the Hosted Service with reasonable security measures. You are responsible for the security of your own Servers, logins, devices and networks, and for keeping two-step sign-in on for admins. If we learn that Your Data on the Hosted Service, or your account data, was accessed without authority, we will tell you without undue delay and help you meet any notice duty you have.

10.12 Privacy policy. Our privacy policy at www.avs-voip.com/privacy-policy explains how we handle personal information about you, your staff and visitors to our website.

Part 11. Acceptable use

11.1 You must use the Software, and make sure your End Customers and Users use it, only in line with the law and this Part.

11.2 You must not use the Software to:

• (a) make calls or send texts that the Telephone Consumer Protection Act or similar laws forbid, including calls using an artificial, prerecorded or AI voice, or an autodialer, without the consent the law requires,
• (b) send spam, or texts that break your carrier's registration rules for business texting (such as 10DLC) or ignore an opt-out such as STOP,
• (c) show a false or misleading caller ID to defraud, cause harm or wrongfully obtain anything of value,
• (d) record or listen to calls without the consent the law requires,
• (e) break export or sanctions laws (clause 18.10), or
• (f) attack, overload or probe the Activation Server, our portals or any other system.

11.3 The Software is a business phone system. It is not designed as a medical alert system, a life-safety system or a system for emergency dispatch, and you must not use it as one, except that Users may call Emergency Numbers in the normal way.

11.4 If we reasonably believe that a Server is being used in breach of this Part, we may suspend your license under clause 16.3.

Part 12. Ownership, confidentiality and open source

12.1 Ownership. We and our licensors own the Software and all rights in it. "Ascentive" and our logos are our trademarks. This agreement does not transfer ownership of anything. It grants a license.

12.2 Feedback. If you send us ideas or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose.

12.3 Confidentiality. Each of us will keep the other's non-public business information (such as pricing agreed only with you, roadmaps, and security details) confidential, and use it only for this agreement. This does not cover information that is public, that the receiving party already had, or that the law requires it to disclose.

12.4 Open Source Components. The Software runs with open source software ("Open Source Components"), including Asterisk (GNU General Public License version 2, Sangoma Technologies) and the AI engines, models and voices listed in the Software's documentation. Each Open Source Component is licensed to you under its own license, not under this agreement. Nothing in this agreement limits any right that those licenses give you. Where a license requires us to offer source code, we will provide it on request to [email protected].

Part 13. Warranty disclaimer

13.1 THE SOFTWARE, THE HOSTED SERVICE, THE ACTIVATION SERVER, UPDATES AND SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

13.2 WE DO NOT WARRANT THAT THE SOFTWARE OR THE HOSTED SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT EMERGENCY CALLS OR CALL BACKS WILL CONNECT OR CARRY THE RIGHT LOCATION, THAT FAILOVER WILL WORK, THAT BACKUPS CAN BE RESTORED, OR THAT AI OUTPUT OR REDACTION WILL BE ACCURATE OR COMPLETE.

Part 14. Limitation of liability

14.1 NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF IT WAS TOLD THEY WERE POSSIBLE.

14.2 OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FOR ALL CLAIMS TOGETHER, IS LIMITED TO THE FEES YOU PAID US UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE FIRST CLAIM, OR US$100 IF THAT IS MORE.

14.3 Clauses 14.1 and 14.2 do not limit:

• (a) your duty to pay fees,
• (b) your duties under Part 15 (indemnity),
• (c) your liability for breaking Part 3 or Part 11, or for using the Software beyond your license,
• (d) either party's liability for gross negligence or willful and wanton misconduct, or
• (e) any liability that the law does not allow to be limited.

14.4 These limits apply whatever the legal theory, whether contract, warranty, negligence or anything else. They are part of the basis of our prices.

Part 15. Indemnity

15.1 By you. You will defend, indemnify and hold harmless us, our officers and staff. This means you will pay any damages, settlements, fines (other than fines for our own breach of a legal duty that applies to us directly) and reasonable legal costs, in any claim, investigation or proceeding by a third party (including an End Customer, a User, a caller or a regulator) that arises from:

• (a) phone service you or your End Customers provide using the Software, including emergency calling, 911 setup and location information on your Servers,
• (b) calls, texts, recordings, transcripts or other content on your Servers, or the use of them,
• (c) a breach of Part 3, Part 6, Part 9, Part 10 or Part 11 by you, your End Customers or Users, or
• (d) your End Customer terms, or not having them.

This applies even where the claim alleges our own negligence, to the fullest extent Michigan law allows. It does not apply to the extent a court finds the claim was caused by our gross negligence, our willful and wanton misconduct, or our material breach of this agreement.

15.2 Claims about our rights in the Software. If someone claims that the Software as we provide it infringes their intellectual property, we may, at our cost and choice, change the Software so that it does not infringe, get you the right to keep using it, or end the affected license and refund the fees you prepaid for the period after it ends. This clause states our entire liability, and your sole and exclusive remedy, for any claim that the Software infringes.

15.3 How claims are handled. The party asking for protection must tell the other promptly, let it control the defense and settlement, and help at the other's cost. No one may settle a claim in a way that admits fault for, or binds, the other without its written consent.

Part 16. Term, suspension and ending

16.1 Term. This agreement starts when you accept it and continues until your subscription ends and every Server under your license is deactivated or locked.

16.2 Ending by you. You may end this agreement by cancelling your subscription (clause 7.9). Deactivating a Server alone does not stop billing.

16.3 Suspension by us. Besides suspension for non-payment (clause 7.10), we may suspend your license at once, without the stages in clause 4.6, if we reasonably believe that:

• (a) a Server is being used for unlawful calling or texting, fraud, or toll fraud,
• (b) the license check has been tampered with (clause 3.5),
• (c) a Server or account is a security threat to us or others, or
• (d) the law or an authority requires it.

We will tell you why by email, before we suspend where we reasonably can, or else promptly after. We will lift the suspension once the cause is fixed. During any suspension, calls to Emergency Numbers, call backs during a Call Back Window, changes to emergency settings and emergency alert emails keep working (clause 6.1). Other incoming calls are refused (clause 4.6).

16.4 Ending by us. We may end this agreement:

• (a) if you break it in a material way and do not fix the breach within 14 days of our notice,
• (b) at once by notice, for a breach of clause 3.5 or Part 11 that cannot be fixed, or if you stop doing business or become insolvent,
• (c) under clause 7.10(d) for non-payment, or
• (d) for any other reason, with at least 90 days' notice. In that case we refund any fees you prepaid for the time after the end.

Clause 7.10(f) sets a longer notice period, and a chance to fix the breach, for Partners whose billing address is in Virginia or Maryland.

16.5 What happens at the end. Your license ends, and your Servers lock at their next Check-in (clause 4.7). You must stop using the Software. You owe any fees due up to the end. Clause 8.7 applies to the Hosted Service. Ending this agreement does not affect any right or remedy that arose before it ends, including our remedies for your breach.

16.6 What continues. Parts 3, 12, 13, 14, 15, 17 and 18, clauses 1.4, 6.5, 7.8, 7.12, 8.7, 10.3, 10.4 and 16.5, and any unpaid amounts, continue after the end.

Part 17. Disputes

17.1 Talk first. Before starting a court case, the party with the complaint must email the other a description of it, and both of us will try in good faith to settle it within 30 days. This does not stop either party from asking a court for urgent relief.

17.2 Governing law. The laws of the State of Michigan, United States, govern this agreement, without regard to conflict of laws rules.

17.3 Courts. Any court case arising out of or relating to this agreement must be brought only in the state courts of Michigan (in Lapeer County where the court rules allow it), or in the United States District Court for the Eastern District of Michigan. Each party agrees to the jurisdiction of those courts. Either of us may still ask any court for an injunction to protect its intellectual property or to stop a breach of Part 3.

17.4 NO JURY. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HAS HAD THE CHANCE TO TAKE LEGAL ADVICE ON THIS WAIVER.

17.5 INDIVIDUAL CLAIMS ONLY. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS OWN NAME, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE CASE.

17.6 Time limit. A claim arising out of or relating to this agreement must be brought within one year after the claim accrued, or it is barred. This does not apply to claims for unpaid fees or refunds, to claims under Part 15, or to claims for a breach of Part 3 or clause 12.3.

17.7 Collection costs. If you do not pay an amount you owe, you also pay our reasonable costs of collecting it, including legal fees.

Part 18. General

18.1 Entire agreement. This agreement is the entire agreement between us about its subject. It replaces all earlier proposals, statements and agreements about it, including statements on our website that this agreement does not repeat.

18.2 Changes to this agreement. We may change this agreement by giving you at least 30 days' notice by email and in the partner portal. The change takes effect on the date in the notice. If you do not accept it, you may cancel before that date, and the earlier version applies to you until your cancellation takes effect. If you keep your subscription after that date, you accept the change. A change does not apply to a dispute that either of us notified under clause 17.1 before the change took effect. We may make a change sooner if the law requires it, and we will tell you why. A new version may also be shown when you activate a Server or install an update, and accepting it there also counts as acceptance.

18.3 Assignment. You may not assign this agreement or any right under it, or delegate any duty under it, whether by contract, merger, change of control or operation of law, without our prior written consent. Any attempt to do so is void. We may transfer this agreement to a company that takes over our business or the Software, and we will tell you.

18.4 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as a natural disaster, war, an outage of the internet, a carrier, a cloud provider or a power network, a cyber attack, or a government order. This does not excuse a duty to pay.

18.5 Notices. We send notices to the email address on your partner account, and they count as given when sent. You send notices to [email protected], or by mail to Ascentive Services LLC, 1690 Watertower Place, Ste 100 #378, East Lansing, MI 48823, United States. Your notices count as given when they reach [email protected], or three business days after mailing. A cancellation in the partner portal counts on the date the portal shows.

18.6 Severability. If a court finds any part of this agreement unenforceable, that part is changed to the smallest extent needed to make it enforceable, as close as possible to its purpose, and the rest of the agreement still applies.

18.7 No waiver. A waiver is effective only if it is in writing and signed by the party giving it. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other.

18.8 Independent parties. We are independent businesses. Neither of us is the other's agent, legal partner, or employer. The word "Partner" in this agreement is a business name and does not create a legal partnership.

18.9 No third-party rights. Only you and we have rights under this agreement, except that our officers and staff may enforce Part 15 and rely on Part 14, and our suppliers may rely on clause 6.5.

18.10 Export and sanctions. The Software contains encryption and is subject to United States export laws. You must not export, re-export or provide the Software, or phone service using it, to any country, region or person that United States export or sanctions laws forbid, and you confirm that you are not such a person.

18.11 Interpretation. "Including" and "for example" mean "including without limitation". Headings are for convenience only. The English version of this agreement is the one that applies.