NextTyr LLC — Terms of Service

1. Definitions

For purposes of this Agreement:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Authorized Users" means employees, contractors, or agents authorized by Customer to access and use the Services on Customer's behalf.

"Beta Features" has the meaning given in Section 22.

"Customer Data" means all data, content, contacts, leads, communications, records, and materials submitted, uploaded, transmitted, or generated by or on behalf of Customer or its Authorized Users through the Services.

"Documentation" means any user guides, help materials, configuration instructions, or specifications made available by NextTyr for the Services, as updated from time to time.

"End User" means any individual or entity whose information is contained in Customer Data or with whom Customer communicates through the Services.

"Feedback" has the meaning given in Section 6.6.

"Front Desk" means the NextTyr AI call-answering feature made available as part of the Services.

"Order" means the online signup flow, order form, quote, or other ordering document through which Customer subscribes to the Services.

"Services" means the NextTyr proprietary software-as-a-service platform and all components made available by NextTyr, including without limitation website hosting, CRM tools, lead management, automation systems, AI functionality, Front Desk call answering, messaging tools, scheduling tools, analytics dashboards, Documentation, and related services and support.

"Subprocessors" has the meaning given in Section 7.9.

"Third-Party Services" means products, services, integrations, or content provided by third parties, including without limitation AWS, Twilio, Stripe, telecommunications carriers, domain registrars, payment processors, and AI providers.

"Usage Data" means technical and operational data generated in connection with the operation, performance, and use of the Services, in de-identified or aggregated form.

2. Acceptance of Agreement

2.1 Assent

By clicking "I agree," "Sign Up," "Subscribe," or a similar button, by executing an Order referencing this Agreement, or by accessing or using the Services, Customer: (a) agrees to be bound by this Agreement; (b) represents and warrants that it has the full right, power, and authority to enter into this Agreement, and that the individual accepting is authorized to bind Customer; and (c) agrees to comply with all applicable laws and regulations. If Customer does not agree, Customer must not access or use the Services.

2.2 Age and Capacity

Customer represents that it is at least eighteen (18) years of age and is not barred from receiving the Services under applicable law.

2.3 Incorporated Terms

Use of the Services is also governed by NextTyr's Privacy Policy, Acceptable Use Policy, and any applicable Data Processing Addendum, each of which is incorporated herein by reference.

2.4 Order of Precedence

In the event of a conflict, the following order controls: (a) a mutually executed Order or written amendment; (b) any Data Processing Addendum; (c) this Agreement; (d) the Documentation.

2.5 Conflicting Terms Rejected

Any additional or conflicting terms contained in a Customer purchase order, vendor portal, procurement form, or similar document are expressly rejected and shall have no force or effect, notwithstanding NextTyr's acceptance of payment or performance.

2.6 Modifications to this Agreement

NextTyr may modify this Agreement from time to time. NextTyr will post the revised terms with an updated "Last Updated" date and, for material changes, will provide reasonable advance notice by email or in-product notification prior to the effective date. Customer's continued use of the Services after the effective date constitutes acceptance of the revised terms. If Customer does not agree to a modification, Customer's sole and exclusive remedy is to cancel the Services in accordance with Section 5 before the modification takes effect.

2.7 Electronic Records

Customer consents to the use of electronic records and signatures and agrees that its electronic acceptance constitutes a signature under the U.S. E-SIGN Act and comparable state laws. NextTyr's records of Customer's acceptance shall be admissible and are presumed accurate absent clear evidence to the contrary.

3. Services

3.1 Provision

Subject to Customer's compliance with this Agreement and timely payment of all fees, NextTyr will make the Services available to Customer during the subscription term.

3.2 Changes to the Services

NextTyr may modify, enhance, suspend, or discontinue any aspect of the Services at any time, with or without notice, and without liability. Where commercially reasonable, NextTyr will provide advance notice of material adverse changes to core functionality. NextTyr has no obligation to maintain backward compatibility with any Customer configuration, integration, or workflow.

3.3 No Professional Advice

The Services, including any AI-generated output, templates, or analytics, do not constitute legal, tax, accounting, financial, marketing compliance, or other professional advice. Customer is solely responsible for obtaining independent professional advice regarding its business and compliance obligations.

4. Account Registration and Customer Responsibilities

4.1 Accurate Information

Customer will provide accurate, current, and complete registration and billing information and will keep it updated.

4.2 Credentials and Account Security

Customer is responsible for maintaining the confidentiality of all account credentials and for all activities conducted under its account, whether or not authorized. Customer will notify NextTyr promptly of any suspected unauthorized access or security incident affecting its account. NextTyr is not liable for any loss arising from Customer's failure to safeguard credentials.

4.3 Authorized Users

Customer is responsible for all acts and omissions of its Authorized Users and of any person who accesses the Services through Customer's account, as if they were Customer's own. Customer will ensure that all Authorized Users comply with this Agreement.

4.4 Legal Compliance

Customer agrees to comply with all applicable laws, including without limitation laws governing marketing, telemarketing, text messaging, email, recording of communications, data privacy, artificial intelligence disclosure, and consumer protection.

4.5 Customer Systems and Configuration

Customer is responsible for obtaining and maintaining all equipment, internet access, third-party accounts, telephone numbers, and software necessary to use the Services, and for configuring the Services, including call routing and forwarding, in accordance with the Documentation.

4.6 Monitoring

NextTyr reserves the right, but assumes no obligation, to monitor, review, and investigate use of the Services to verify compliance with this Agreement, applicable law, and Third-Party Services requirements, and to protect the security and integrity of the Services.

5. Subscriptions, Fees, and Payment

5.1 Subscription and Billing

Unless otherwise stated in an Order, the Services are provided on a monthly subscription basis, billed in advance, and automatically renew each billing period until cancelled. Customer authorizes NextTyr and its payment processors to charge Customer's designated payment method on a recurring basis for all fees, without further authorization and until Customer cancels.

5.2 Cancellation

Customer may cancel at any time through the account interface or by written notice to NextTyr. Cancellation takes effect at the end of the then-current billing period. Customer remains responsible for all fees accrued through the effective date of cancellation.

5.3 No Refunds

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15 (ANSWERED-CALL GUARANTEE) AND EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, ALL FEES ARE NON-REFUNDABLE AND NON-CANCELLABLE, AND NO REFUNDS OR CREDITS WILL BE PROVIDED FOR PARTIAL PERIODS, UNUSED SERVICES, OR DOWNGRADES. NextTyr may issue credits in its sole discretion; doing so creates no obligation to do so again.

5.4 Taxes

All fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods and services, excise, telecommunications, universal service, regulatory, and similar taxes, fees, levies, and surcharges imposed on the Services, excluding only taxes based on NextTyr's net income. If NextTyr is required to collect or remit any such amount, NextTyr will invoice Customer and Customer will pay it. Customer will provide valid exemption documentation if claiming an exemption.

5.5 Price Changes

NextTyr may change its fees upon at least thirty (30) days' notice, effective at the start of the next billing period. Pass-through increases imposed by carriers, registrars, payment processors, AI providers, or other Third-Party Services, and increases in regulatory or telecommunications surcharges, may take effect immediately upon notice. Continued use after the effective date constitutes acceptance.

5.6 Failed Payments; Late Amounts

If a payment fails, NextTyr may retry the payment method, request alternate payment, suspend access to the Services, and/or terminate the account. Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. Customer will reimburse NextTyr for all reasonable costs of collection, including collection agency fees, court costs, and attorneys' fees.

5.7 Chargebacks

Customer agrees to contact NextTyr to resolve billing disputes before initiating a chargeback or payment reversal. Customer will not initiate a chargeback for amounts properly owed. NextTyr may suspend or terminate the account and recover any chargeback fees and disputed amounts as a debt owed by Customer.

5.8 Usage Limits and Overages

NextTyr may impose and enforce reasonable usage limits, including limits on call minutes, messaging volume, storage, bandwidth, contacts, seats, API calls, AI tokens or credits, and automation activity. If Customer exceeds such limits, NextTyr may throttle usage, suspend Services, or charge additional fees at NextTyr's then-current overage rates. NextTyr's measurements of usage shall be the authoritative record absent manifest error.

5.9 Call Minutes; No Cutoff

Notwithstanding Section 5.8, NextTyr will not cease answering inbound calls to the Front Desk solely because Customer has exhausted its included call minutes for the billing cycle. Calls answered beyond Customer's included minutes will be answered and billed as overage at NextTyr's then-current rates, which Customer authorizes NextTyr to charge. This Section does not limit NextTyr's right to suspend or terminate the Services for non-payment, breach, or any other reason permitted under this Agreement.

5.10 Suspension Does Not Relieve Payment

Suspension of the Services for non-payment or breach does not relieve Customer of its obligation to pay fees accrued during the suspension.

6. Ownership and Intellectual Property

6.1 Customer Data

As between the Parties, Customer retains all right, title, and interest in and to Customer Data.

6.2 NextTyr Property

As between the Parties, NextTyr retains all right, title, and interest in and to the Services, including without limitation all software, source code, AI systems, models, prompts, automation workflows, templates, designs, user interfaces, documentation, know-how, methodologies, and underlying technology, together with all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement. All rights not expressly granted are reserved.

6.3 License Grant

Subject to this Agreement, NextTyr grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for Customer's internal business purposes during the subscription term.

6.4 Websites and Deliverables

Customer owns all website content, copy, images, and materials created or provided by Customer. NextTyr retains ownership of all frameworks, templates, themes, code libraries, systems, designs, configurations, and underlying technology used to build, host, or deliver such content. Any website or digital property delivered through the Services is licensed, not sold, and is accessible only during an active, paid subscription. Upon termination, Customer's website and associated functionality will cease to be hosted or accessible, and NextTyr has no obligation to transfer, export, migrate, or continue hosting any framework, template, or underlying technology.

6.5 Restrictions

Customer shall not, and shall not permit any Authorized User or third party to: (a) use the Services to develop, train, or improve a competing product or service; (b) access or use the Services for benchmarking or competitive analysis, or publicly disclose any performance or benchmark results without NextTyr's prior written consent; (c) copy, modify, translate, or create derivative works of the Services; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, models, prompts, or algorithms of the Services, except to the extent such restriction is prohibited by applicable law; (e) rent, lease, lend, sell, sublicense, resell, time-share, or provide the Services as a service bureau to any third party; (f) remove or obscure any proprietary notices; (g) use any automated means to scrape, crawl, or extract data from the Services; (h) circumvent or attempt to circumvent any usage limits, access controls, security measures, or billing mechanisms; or (i) use the Services to build a dataset for training any machine learning or AI system other than as expressly permitted within the Services.

6.6 Feedback

Customer may provide feedback, suggestions, ideas, or improvement requests regarding the Services ("Feedback"). Customer hereby grants NextTyr a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, and exploit Feedback for any purpose, without restriction, attribution, obligation, or compensation.

6.7 Usage Data

NextTyr may collect and use Usage Data to operate, analyze, secure, support, and improve the Services and to develop new products and services. NextTyr owns all Usage Data and may retain and use it during and after the term, provided it does not identify Customer or any End User.

6.8 Equitable Relief

Customer acknowledges that a breach of Section 6, Section 12 (Acceptable Use), or Section 13 (Confidentiality) may cause irreparable harm for which monetary damages are inadequate, and that NextTyr is entitled to seek injunctive and other equitable relief without posting bond and without waiving any other remedy.

7. Data Usage and Privacy

7.1 Processing

NextTyr may collect, use, store, transmit, and process Customer Data as necessary to provide, maintain, secure, support, and improve the Services, and as otherwise permitted by this Agreement and the Privacy Policy.

7.2 License to Customer Data

Customer grants NextTyr and its Subprocessors (as described in Section 7.9) a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data as necessary to provide the Services and to exercise NextTyr's rights under this Agreement.

7.3 De-identified and Aggregated Data

NextTyr may create, use, and retain de-identified and aggregated data derived from Customer Data for analytics, benchmarking, system improvement, security, product development, and the development, training, tuning, and improvement of AI and machine learning systems, provided such data does not identify Customer or any End User. NextTyr owns all such de-identified and aggregated data.

7.4 Customer Representations Regarding Data

Customer represents and warrants that: (a) it has all rights, consents, permissions, and lawful bases necessary to submit Customer Data to the Services and to authorize NextTyr's processing of it as described in this Agreement; (b) Customer Data and its use do not violate any law or third-party right; and (c) Customer has provided all legally required notices and disclosures to End Users, including any required disclosure of the use of automated systems, AI, or call recording.

7.5 Call Recording and Transcription

The Services may record, transcribe, and analyze inbound and outbound calls. Customer is solely responsible for determining whether recording is permitted in the applicable jurisdictions, for obtaining all legally required consents from callers and Authorized Users, and for configuring any required disclosures. Customer acknowledges that certain states require all-party consent to record.

7.6 Data Protection Addendum

To the extent NextTyr processes personal information on Customer's behalf that is subject to applicable data protection laws (including the California Consumer Privacy Act as amended), the Parties' respective obligations are governed by NextTyr's Data Processing Addendum, available upon request and incorporated by reference. NextTyr acts as a "service provider" or "processor" and will not sell or share such personal information or use it outside the direct business relationship, except as permitted by applicable law.

7.7 Prohibited Data

Unless expressly agreed in a signed writing, Customer will not submit to the Services any protected health information subject to HIPAA, payment card data subject to PCI-DSS beyond that handled by NextTyr's payment processors, government-issued identification numbers, biometric identifiers, financial account credentials, information of children under thirteen (13), or any other data whose handling requires heightened regulatory protection. Customer assumes all risk and liability arising from any such submission.

7.8 Security

NextTyr will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data. NO METHOD OF TRANSMISSION OR STORAGE IS COMPLETELY SECURE, AND NEXTTYR DOES NOT GUARANTEE THAT CUSTOMER DATA WILL NOT BE ACCESSED, ALTERED, OR DESTROYED BY UNAUTHORIZED PARTIES. Customer is responsible for maintaining its own backups of Customer Data.

7.9 Subprocessors

Customer acknowledges and agrees that NextTyr may engage third-party service providers ("Subprocessors") to support delivery of the Services, and consents to such engagement.

7.10 Compelled Disclosure

NextTyr may access, preserve, and disclose Customer Data if required by law, subpoena, or legal process, or if NextTyr reasonably believes disclosure is necessary to enforce this Agreement, protect the rights, safety, or property of NextTyr or others, or investigate fraud, security, or technical issues.

8. AI and Automation

8.1 Nature of AI Features

The Services include artificial intelligence, machine learning, and automated systems that answer calls and generate communications, responses, content, recommendations, and business actions ("AI Output").

8.2 Customer Acknowledgments

Customer acknowledges and agrees that:

(a) AI Output may be incomplete, inaccurate, outdated, biased, offensive, or otherwise inappropriate, and may not be unique to Customer;

(b) AI Output is probabilistic and is not a substitute for human judgment or professional advice;

(c) Customer is solely responsible for configuring, reviewing, testing, approving, and monitoring all automated communications, workflows, call handling scripts, and AI Output before and after they are sent or acted upon, and for implementing appropriate human oversight;

(d) Customer is solely responsible for ensuring that AI Output and automated communications comply with all applicable laws, including AI disclosure, consumer protection, advertising, call recording, and communications laws;

(e) EXCEPT FOR THE LIMITED SERVICE CREDIT EXPRESSLY PROVIDED UNDER SECTION 15, NEXTTYR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ACTION TAKEN, COMMUNICATION SENT, DECISION MADE, APPOINTMENT SCHEDULED OR MISSED, OR LOSS INCURRED BASED ON AI OUTPUT OR AUTOMATED PROCESSES; and

(f) Customer will not use AI features to make decisions with legal or similarly significant effects on individuals (including decisions regarding credit, housing, employment, insurance, or healthcare) without independent human review.

8.3 Ownership of AI Output

As between the Parties, Customer retains ownership of AI Output generated specifically for Customer through its use of the Services, subject to NextTyr's underlying rights and to any terms imposed by third-party AI providers. NextTyr makes no representation that AI Output is original, non-infringing, or eligible for intellectual property protection.

8.4 NextTyr Retained Rights

NextTyr retains all right, title, and interest in and to the underlying models, systems, prompts, configurations, and all improvements derived from operation of the Services, including those informed by de-identified and aggregated data.

8.5 Third-Party AI Providers

AI features may be powered by Third-Party Services subject to their own terms and usage policies. Customer's use of AI features constitutes acceptance of such terms as communicated by NextTyr, and Customer will not use the Services in any manner that would cause NextTyr to violate them.

9. Marketing and Performance Disclaimer

NEXTTYR DOES NOT GUARANTEE ANY SPECIFIC RESULTS, INCLUDING WITHOUT LIMITATION LEAD GENERATION, SEARCH ENGINE RANKINGS, MESSAGE DELIVERABILITY, RESPONSE RATES, APPOINTMENT BOOKINGS, CONVERSION RATES, TRAFFIC, OR REVENUE GROWTH. Customer acknowledges that business outcomes depend on numerous factors outside NextTyr's control, including Customer's market, offerings, pricing, execution, and the policies and algorithms of third-party platforms, carriers, and search engines. Any examples, projections, case studies, or testimonials are illustrative only and are not a promise of performance. The Answered-Call Guarantee in Section 15 is limited strictly to its stated terms and does not modify this Section.

10. Third-Party Services

10.1 No Responsibility

The Services may integrate with, link to, or rely upon Third-Party Services. NextTyr does not control and is not responsible for the performance, availability, accuracy, security, pricing, policies, or reliability of Third-Party Services, or for any modification, suspension, or discontinuation of them.

10.2 Customer's Relationship with Providers

Customer's use of Third-Party Services is governed by the applicable third party's terms and privacy policies, and any issues arising from Third-Party Services are the responsibility of the applicable provider. Customer is responsible for maintaining its own accounts, registrations, and compliance with Third-Party Services requirements, including carrier registration obligations such as 10DLC/A2P messaging registration, sender verification, and domain authentication.

10.3 Dependencies

If a Third-Party Service becomes unavailable, changes its terms or pricing, or restricts NextTyr's or Customer's access, NextTyr may modify, suspend, or discontinue the affected functionality without liability, and this shall not constitute a breach of this Agreement.

11. Communications Compliance (TCPA, CAN-SPAM, and Related Laws)

11.1 Customer Sole Responsibility

Customer is solely responsible for compliance with all applicable communication laws and regulations, including without limitation the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state telemarketing, do-not-call, autodialer, and call-recording laws, CTIA and carrier messaging guidelines, and all related regulations, as each may be amended.

11.2 Consent Representations

Customer represents and warrants on a continuing basis that: (a) it has obtained and documented all necessary prior express and, where required, prior express written consent from each recipient before sending any communication through the Services; (b) it maintains and honors internal and applicable do-not-call and opt-out lists and processes opt-out requests promptly; (c) all communications contain legally required identification, disclosures, and opt-out mechanisms; and (d) it will retain records of consent for the period required by law and will provide them to NextTyr promptly upon request.

11.3 Content Responsibility

Customer is solely responsible for the content, timing, frequency, and recipients of all communications sent through the Services, including those generated or scheduled by automation or AI features. NextTyr does not review or approve Customer communications.

11.4 No Compliance Assurance

Any tools, templates, consent-capture features, opt-out handling, or guidance provided by NextTyr are offered for convenience only and DO NOT CONSTITUTE LEGAL ADVICE OR ANY ASSURANCE OF COMPLIANCE. Customer must independently verify that its use of the Services complies with applicable law.

11.5 Enforcement

NextTyr may immediately suspend or terminate messaging or calling functionality or the account if NextTyr reasonably suspects a violation of this Section, receives a carrier or regulator complaint, or determines that Customer's activity poses a risk to NextTyr's platform reputation, deliverability, or carrier relationships. NextTyr shall not be responsible for any violation of communications laws by Customer, and Customer's indemnity obligations in Section 20 expressly extend to such violations.

12. Acceptable Use

12.1 Prohibited Conduct

Customer shall not, and shall not permit any Authorized User or third party to use the Services to:

(a) send unsolicited, unlawful, deceptive, or misleading communications, including spam;

(b) engage in illegal, fraudulent, deceptive, or unfair activity, or promote goods or services that are unlawful;

(c) harass, threaten, defame, abuse, stalk, or harm others, or transmit obscene, hateful, or sexually exploitative material;

(d) infringe or misappropriate any intellectual property, privacy, publicity, or other right;

(e) transmit viruses, malware, or other harmful code, or interfere with or disrupt the integrity, security, or performance of the Services or any network or system;

(f) attempt to gain unauthorized access to the Services, other accounts, or related systems, or conduct any penetration test, vulnerability scan, or load test without NextTyr's prior written consent;

(g) reverse engineer, copy, or attempt to derive the source code or underlying structure of the Services;

(h) impersonate any person or entity or misrepresent an affiliation;

(i) generate artificial, automated, or self-directed call or message volume, including for the purpose of testing, inflating usage, or manufacturing a claim under Section 15;

(j) operate in any regulated or high-risk industry in a manner that violates applicable law or carrier or processor policies, including gambling, adult content, controlled substances, firearms, payday or high-interest lending, debt collection, cryptocurrency solicitation, or multi-level marketing, in each case except as expressly approved by NextTyr in writing; or

(k) take any action that, in NextTyr's reasonable judgment, exposes NextTyr to legal liability, regulatory scrutiny, reputational harm, or loss of Third-Party Services.

12.2 Immediate Suspension

NextTyr may investigate suspected violations and may suspend or remove content or access immediately and without notice where NextTyr reasonably determines there is a risk of harm, unlawful activity, security compromise, or breach of Third-Party Services requirements. Suspension under this Section does not entitle Customer to any refund or credit.

12.3 DMCA and Content Complaints

NextTyr responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act and may remove or disable access to content and terminate repeat infringers. Notices may be sent to NextTyr's designated agent at the address in Section 28.

13. Confidentiality

13.1 Definition

"Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that a reasonable person would understand to be confidential, including the Services, Documentation, pricing, roadmaps, security information, and non-public technical information.

13.2 Obligations

The receiving Party will use the disclosing Party's Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to those of its personnel and advisors who need to know and are bound by confidentiality obligations at least as protective as those in this Section.

13.3 Exclusions

Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was rightfully known without restriction, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

13.4 Compelled Disclosure

The receiving Party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted.

14. Service Availability and Support

14.1 Efforts

NextTyr will use commercially reasonable efforts to maintain the availability and performance of the Services.

14.2 No Uptime Guarantee

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEXTTYR DOES NOT GUARANTEE UPTIME, UNINTERRUPTED OR ERROR-FREE OPERATION, MESSAGE OR EMAIL DELIVERY, OR THAT DEFECTS WILL BE CORRECTED. Except for the Answered-Call Guarantee set forth in Section 15, and unless a separate written service level agreement is executed, no service level commitments, credits, or remedies apply.

14.3 Maintenance

NextTyr may perform scheduled or emergency maintenance, during which the Services may be unavailable in whole or in part.

14.4 Support

Support is provided as described on NextTyr's website or in the applicable Order, during NextTyr's standard business hours, and may change from time to time.

15. Answered-Call Guarantee

15.1 The Guarantee

Subject to and strictly limited by this Section, if a call Reaches Your Front Desk and the Front Desk Does Not Pick Up, and no exclusion in Section 15.7 applies, NextTyr will issue Customer a service credit in respect of That Month in the amount and subject to the limits set forth in Section 15.5. Such an occurrence is a "Qualifying Miss."

15.2 Eligibility

The Answered-Call Guarantee applies only to subscription plans expressly identified as including the Answered-Call Guarantee in Customer's Order or on NextTyr's published pricing page, and only while: (a) Customer's account is active, in good standing, and current on all amounts owed; (b) Customer's Front Desk is configured in accordance with the Documentation; and (c) Customer has not modified routing, forwarding, or number configuration in a manner inconsistent with the Documentation. Plans not so identified receive no guarantee, credit, or remedy under this Section.

15.3 Definitions

For purposes of this Section only, the following terms have the meanings set forth below. These definitions are exhaustive and control over any marketing, sales, or promotional description of the Answered-Call Guarantee.

(a) "Reaches Your Front Desk" means an inbound call was successfully delivered by the terminating telecommunications carrier to the telephone number assigned to and configured for Customer's Front Desk, as reflected in NextTyr's call logs and telemetry. A call does not Reach Your Front Desk, and no Qualifying Miss can occur, where: (i) the call was dropped, blocked, rejected, misrouted, or otherwise lost on the caller's originating carrier or any intermediate network before delivery to NextTyr; (ii) the call was placed during an in-progress telephone number port, transfer, or provisioning window; (iii) the call was directed elsewhere by Customer's own forwarding, routing, IVR, PBX, scheduling, or conditional-routing configuration; (iv) the call was placed to a number not assigned to the Front Desk or not configured in accordance with the Documentation; or (v) the call was blocked, filtered, or labeled as spam or fraud by a carrier, handset, or third-party analytics provider.

(b) "Does Not Pick Up" means the Services failed to answer a call that Reached Your Front Desk within thirty (30) seconds of delivery to NextTyr (the "Ring Window"). The Front Desk is deemed to have picked up when the Services answer the call, regardless of what occurs during the conversation thereafter. A call is not a failure to pick up where: (i) Customer or any of its personnel answered the call; (ii) Customer's own routing configuration directed the call to a mobile phone, desk phone, or other endpoint and the call was missed there; (iii) Customer configured the call to route to voicemail, an after-hours greeting, an overflow queue, or any other destination by choice; (iv) the caller disconnected before the expiration of the Ring Window; or (v) the call was answered within the Ring Window but was subsequently disconnected, dropped, or terminated by the caller, the carrier, or a network fault.

(c) "That Month" means the billing cycle during which the Qualifying Miss occurred. A credit awarded in respect of That Month is applied to Customer's next invoice following NextTyr's approval of the claim.

15.4 Claim Process

To claim a credit, Customer must submit a written claim to NextTyr within thirty (30) days after the date of the alleged Qualifying Miss, identifying, to the extent known to Customer, the caller's telephone number and the approximate date and time of the call. Claims not submitted within that thirty (30) day window are permanently waived. NextTyr will evaluate the claim against its call logs and telemetry. NEXTTYR'S CALL LOGS AND SYSTEM RECORDS ARE DETERMINATIVE AND CONTROLLING AS TO WHETHER A CALL REACHED YOUR FRONT DESK, WHETHER AND WHEN IT WAS ANSWERED, AND WHETHER A QUALIFYING MISS OCCURRED, ABSENT MANIFEST ERROR. NextTyr will notify Customer of its determination within a commercially reasonable period.

15.5 Remedy; Amount; Cap

The remedy for a Qualifying Miss is a service credit only, equal to one (1) month's subscription fee for the affected Service for the billing cycle in which the Qualifying Miss occurred. NO CASH REFUND, REBATE, OR PAYMENT OF ANY KIND WILL BE MADE UNDER THIS SECTION. Credits: (a) are limited to one (1) credit per billing cycle regardless of the number of Qualifying Misses occurring in that cycle; (b) are non-cumulative and do not roll over, stack, or carry forward to any other billing cycle; (c) shall not exceed one (1) month's subscription fee for the affected Service in any billing cycle; (d) are applied only against future amounts owed to NextTyr; (e) have no cash value and are not transferable or assignable; and (f) are forfeited upon termination or cancellation of the Services for any reason.

15.6 SOLE AND EXCLUSIVE REMEDY

THE SERVICE CREDIT DESCRIBED IN SECTION 15.5, IF AND TO THE EXTENT AVAILABLE, IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND NEXTTYR'S SOLE AND ENTIRE LIABILITY, FOR ANY MISSED, UNANSWERED, DROPPED, DELAYED, OR MISHANDLED CALL, WHETHER OR NOT IT CONSTITUTES A QUALIFYING MISS, AND WHETHER THE CLAIM IS BROUGHT IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE. WHERE NO QUALIFYING MISS HAS OCCURRED, WHERE CUSTOMER'S PLAN IS NOT ELIGIBLE UNDER SECTION 15.2, OR WHERE AN EXCLUSION UNDER SECTION 15.7 APPLIES, NO CREDIT AND NO OTHER REMEDY OF ANY KIND IS AVAILABLE.

IN NO EVENT SHALL NEXTTYR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO ANY MISSED OR UNANSWERED CALL, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST OR DIVERTED CUSTOMERS, LOST LEADS, LOST OR UNBOOKED APPOINTMENTS, LOST JOBS OR CONTRACTS, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, OR THE VALUE OF ANY TRANSACTION THAT WAS NOT COMPLETED, EVEN IF NEXTTYR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Nothing in this Section increases NextTyr's aggregate liability beyond the cap set forth in Section 17.2.

15.7 Exclusions

No Qualifying Miss occurs, and no credit is available, where the failure to answer arises from or relates to:

(a) any event of force majeure as described in Section 29.8;

(b) any outage, degradation, failure, throttling, rate-limiting, or change by any Third-Party Service that is outside NextTyr's reasonable control and not avoidable through commercially reasonable redundancy or failover;

(c) scheduled, announced, or emergency maintenance;

(d) Customer's misconfiguration, or any configuration, routing, forwarding, greeting, script, business-hours setting, or number change made by Customer or at Customer's direction;

(e) any period during which Customer's account is paused, in vacation mode, deactivated, or otherwise set by Customer to a non-answering state;

(f) any period of suspension, throttling, rate-limiting, or termination under this Agreement, including suspension for non-payment, breach, acceptable-use enforcement, or Customer's exceeding of usage limits under Section 5.8;

(g) demonstration, trial, evaluation, or onboarding calls, including any call placed during a demo session and any call subject to a demo limit (such as a three-call, three-minute, or ten-minute demo session);

(h) test calls, synthetic calls, automated call generation, or self-generated call volume or call floods, whether by Customer, its personnel, or any party acting on its behalf;

(i) calls placed during an in-progress number port, provisioning, or migration;

(j) Customer's breach of this Agreement or violation of applicable law; or

(k) Beta Features or any feature designated as beta, preview, or early access.

15.8 What the Guarantee Does Not Cover

THE ANSWERED-CALL GUARANTEE GUARANTEES ONLY THAT THE FRONT DESK WILL PICK UP THE CALL. IT DOES NOT GUARANTEE, AND NEXTTYR EXPRESSLY DISCLAIMS ANY WARRANTY OR GUARANTEE AS TO, THE ACCURACY, CORRECTNESS, COMPLETENESS, TONE, OR APPROPRIATENESS OF ANY ANSWER OR RESPONSE; THAT THE SYSTEM WILL CORRECTLY UNDERSTAND, TRANSCRIBE, OR INTERPRET THE CALLER; THAT ANY APPOINTMENT WILL BE BOOKED, SCHEDULED, OR HONORED; THAT ANY LEAD WILL BE CAPTURED, QUALIFIED, ROUTED, OR CONVERTED; THE QUALITY, VALUE, OR VOLUME OF LEADS; CALLER SATISFACTION; OR ANY BUSINESS, REVENUE, OR CUSTOMER-RETENTION OUTCOME OF ANY KIND. Except as expressly modified by this Section 15, Sections 8 (AI and Automation) and 9 (Marketing and Performance Disclaimer) continue to apply in full to all such matters.

15.9 Reservation of Rights

NextTyr may modify, suspend, or discontinue the Answered-Call Guarantee prospectively at any time upon notice given in accordance with Section 2.6. Any modification or discontinuation applies only to calls occurring on or after its effective date; claims for Qualifying Misses that occurred before that date remain subject to the claim process and limits in this Section as in effect at the time of the miss. NextTyr may deny any claim that it reasonably determines to be fraudulent, manufactured, duplicative, or made in bad faith, and may terminate the account of any Customer submitting such a claim.

16. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL CONTENT, TEMPLATES, AI OUTPUT, CALL ANSWERING, THIRD-PARTY SERVICES, AND BETA FEATURES, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

NEXTTYR AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR THAT DATA WILL NOT BE LOST OR CORRUPTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NEXTTYR OR THROUGH THE SERVICES, CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN. THE ANSWERED-CALL GUARANTEE IN SECTION 15 IS A LIMITED CONTRACTUAL CREDIT COMMITMENT AND IS NOT A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

17. Limitation of Liability

17.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NEXTTYR NOR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, LEADS, CUSTOMERS, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND WHETHER OR NOT NEXTTYR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NEXTTYR AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, FOR ALL CLAIMS IN THE AGGREGATE, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO NEXTTYR FOR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000). THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THIS CAP.

17.3 Specific Exclusions

WITHOUT LIMITING THE FOREGOING, NEXTTYR SHALL HAVE NO LIABILITY ARISING FROM OR RELATED TO: (A) AI OUTPUT OR AUTOMATED COMMUNICATIONS; (B) MISSED, UNANSWERED, DROPPED, OR MISHANDLED CALLS, EXCEPT FOR THE LIMITED SERVICE CREDIT FOR WHICH SECTION 15 PROVIDES THE SOLE AND EXCLUSIVE REMEDY; (C) THIRD-PARTY SERVICES OR THEIR FAILURE, MODIFICATION, OR DISCONTINUATION; (D) CUSTOMER DATA OR CUSTOMER'S FAILURE TO MAINTAIN BACKUPS; (E) UNAUTHORIZED ACCESS RESULTING FROM CUSTOMER'S FAILURE TO SAFEGUARD CREDENTIALS; (F) CUSTOMER'S VIOLATION OF COMMUNICATIONS, PRIVACY, RECORDING, OR CONSUMER PROTECTION LAWS; (G) BUSINESS OUTCOMES, LEAD VOLUME, OR MARKETING PERFORMANCE; OR (H) BETA FEATURES.

17.4 Allocation of Risk

THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, ARE REFLECTED IN THE PRICING OF THE SERVICES, AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17.5 Exceptions

Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law. Nothing in this Section limits Customer's payment obligations or Customer's indemnification obligations under Section 20. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO CUSTOMER.

18. Time Limitation on Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR IT IS PERMANENTLY BARRED. This Section does not extend the thirty (30) day claim window in Section 15.4.

19. Data Retention and Deletion

19.1 Access Ceases

Upon termination, cancellation, or expiration of the Services for any reason, Customer's access to the Services, including any hosted website and the Front Desk, will cease immediately.

19.2 Export Window

NextTyr will retain Customer Data for up to thirty (30) days following termination to allow Customer to request an export, provided Customer's account is current on all amounts owed. NextTyr may condition export assistance on payment of outstanding balances and reasonable professional services fees.

19.3 Deletion

After the retention period, NextTyr may permanently delete Customer Data without further notice and without liability. Customer is solely responsible for exporting and retaining copies of Customer Data prior to deletion. NextTyr may retain Customer Data as required by law, for backup and disaster recovery in the ordinary course, and in de-identified or aggregated form.

20. Indemnification

20.1 Customer Indemnity

Customer agrees to defend, indemnify, and hold harmless NextTyr and its Affiliates, members, managers, officers, directors, employees, contractors, and agents (each an "Indemnified Party") from and against any and all third-party claims, demands, actions, investigations, proceedings, damages, losses, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data, including its collection, content, accuracy, and legality; (b) Customer's or its Authorized Users' use of the Services; (c) any communication sent or call handled through the Services by or on behalf of Customer, including AI-generated or automated communications; (d) Customer's violation of this Agreement; (e) Customer's violation of any applicable law, including the TCPA, CAN-SPAM, state telemarketing laws, call recording laws, and data privacy laws; (f) Customer's violation or misappropriation of any third-party right; or (g) any dispute between Customer and an End User, caller, or Authorized User.

20.2 Procedure

NextTyr will provide Customer with reasonably prompt notice of any claim for which it seeks indemnification, provided that failure to give prompt notice relieves Customer of its obligations only to the extent Customer is materially prejudiced. NextTyr may, at its option and expense, participate in the defense with counsel of its choosing. Customer will not settle any claim in a manner that imposes any liability, admission of fault, injunctive obligation, or payment on any Indemnified Party, or that adversely affects NextTyr's rights or reputation, without NextTyr's prior written consent. NextTyr may assume sole control of the defense and settlement of any claim at Customer's expense if Customer fails to promptly assume the defense with competent counsel.

20.3 No Limitation

Customer's obligations under this Section are not subject to the limitations of liability in Section 17.

21. Term, Suspension, and Termination

21.1 Term

This Agreement begins on the earlier of Customer's acceptance or first use of the Services and remains in effect until terminated as provided herein.

21.2 Termination by Customer

Customer may terminate by cancelling all subscriptions in accordance with Section 5.2.

21.3 Termination and Suspension by NextTyr

NextTyr may suspend or terminate Customer's access to the Services, in whole or in part, at any time, with or without cause, including for non-payment, actual or suspected violation of this Agreement, unlawful or fraudulent activity, abusive conduct toward NextTyr personnel, chargebacks, risk to the integrity, security, availability, or reputation of the Services, or a requirement imposed by a Third-Party Service, carrier, or regulator. Where commercially reasonable and not inconsistent with NextTyr's legal or operational interests, NextTyr will provide notice prior to suspension or termination for convenience.

21.4 Effect of Termination

Upon termination: (a) all licenses granted to Customer immediately terminate; (b) Customer must cease all use of the Services; (c) all fees accrued through the effective date become immediately due; (d) any unused or unclaimed service credits, including credits under Section 15, are forfeited; and (e) Section 19 governs Customer Data.

21.5 No Liability

NEXTTYR SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY SUSPENSION OR TERMINATION IN ACCORDANCE WITH THIS AGREEMENT, INCLUDING FOR ANY RESULTING LOSS OF DATA, CALL ANSWERING, WEBSITE AVAILABILITY, LEADS, OR BUSINESS.

22. Beta Features and Free Trials

22.1 Beta Features

NextTyr may offer features designated as beta, experimental, preview, or early access ("Beta Features"). BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES, GUARANTEES, CREDITS, OR SUPPORT OF ANY KIND, MAY CONTAIN ERRORS, AND MAY BE MODIFIED, SUSPENDED, OR DISCONTINUED AT ANY TIME WITHOUT NOTICE OR LIABILITY. The Answered-Call Guarantee does not apply to Beta Features. Beta Features are NextTyr Confidential Information. Customer uses Beta Features entirely at its own risk.

22.2 Free Trials and Demos

Any free trial, demonstration, or promotional access is provided at NextTyr's discretion, may be modified or revoked at any time, converts to a paid subscription at the end of the trial period unless cancelled, and is provided without warranty or guarantee of any kind, including the Answered-Call Guarantee. NEXTTYR'S TOTAL LIABILITY WITH RESPECT TO FREE TRIALS, DEMOS, AND BETA FEATURES SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50).

23. Export Compliance and Sanctions

Customer represents and warrants that it is not located in, organized under the laws of, under the control of, or a national or resident of any country subject to U.S. trade sanctions or embargoes, is not identified on any U.S. government restricted or denied party list, and will not export, re-export, or make the Services available in violation of applicable export control or sanctions laws.

24. Governing Law and Venue

This Agreement and any dispute arising out of or relating to it or the Services shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 25, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Ada County, Idaho, and waive any objection based on inconvenient forum.

25. Dispute Resolution; Binding Arbitration

25.1 Informal Resolution

Before initiating arbitration or litigation, the initiating Party must send written notice describing the dispute and the relief sought and must negotiate in good faith for at least thirty (30) days. This process is a condition precedent to commencing arbitration. For any claim relating to a missed or unanswered call, Customer must first exhaust the claim process in Section 15.4.

25.2 Agreement to Arbitrate

EXCEPT AS PROVIDED IN SECTION 25.5, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

25.3 Procedure

The arbitration shall be conducted by a single arbitrator, seated in Ada County, Idaho, unless the Parties agree otherwise or the arbitrator determines that an alternative location or a remote proceeding is appropriate. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction.

25.4 CLASS ACTION AND JURY TRIAL WAIVER

THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON THAT PARTY'S INDIVIDUAL CLAIM. CLAIMS OF MORE THAN ONE CUSTOMER MAY NOT BE ARBITRATED OR CONSOLIDATED TOGETHER.

25.5 Exceptions

Either Party may (a) bring an individual action in small claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, Confidential Information, or the security or integrity of the Services. NextTyr may bring an action in court to collect unpaid fees.

25.6 Severability of This Section

If the class, collective, or representative action waiver in Section 25.4 is found unenforceable as to a particular claim or request for relief, that claim or request shall be severed and litigated in court in accordance with Section 24, while all remaining claims shall proceed in arbitration. Under no circumstances shall the Parties be deemed to have agreed to class or representative arbitration.

25.7 Opt-Out

Customer may opt out of this arbitration agreement by sending written notice to NextTyr at the address in Section 28 within thirty (30) days of first accepting this Agreement, stating Customer's name, account email, and intent to opt out. Opting out does not affect any other provision of this Agreement, including Section 24 and the jury trial waiver in Section 25.4.

25.8 Survival

This Section survives termination of this Agreement.

26. Publicity

Customer grants NextTyr the right to use Customer's name, logo, and a general description of Customer's use of the Services to identify Customer as a customer in NextTyr's marketing materials, website, and sales collateral, unless Customer opts out by written notice to NextTyr. Customer will not issue any press release or public statement referencing NextTyr without NextTyr's prior written consent.

27. Electronic Communications and Notices

27.1 Consent

Customer consents to receive communications from NextTyr electronically, including notices, agreements, disclosures, billing statements, updates, and service-related communications, and agrees that such electronic communications satisfy any legal requirement that a communication be in writing.

27.2 Notices to Customer

NextTyr may provide notice by email to the address on Customer's account, by posting within the Services, or by posting on NextTyr's website. Notice is deemed given when sent or posted.

27.3 Notices to NextTyr

Answered-Call Guarantee claims under Section 15.4 may be submitted by email to the guarantee claims address in Section 28 or through the account interface. All other legal notices to NextTyr, including arbitration opt-outs under Section 25.7 and DMCA notices under Section 12.3, must be sent in writing to the mailing address in Section 28 and are effective upon receipt.

28. Contact Information

NextTyr LLC

408 S Eagle Rd

Eagle, ID 83616

Email: [email protected]

Guarantee claims: [email protected]

29. Miscellaneous

29.1 Entire Agreement

This Agreement, together with any Order and incorporated policies, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral, including any marketing or sales description of the Answered-Call Guarantee.

29.2 No Reliance

Customer acknowledges that it has not relied on any statement, promise, demonstration, or representation not expressly set forth in this Agreement, including any statement regarding results, performance, call answering, or future functionality.

29.3 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions shall remain in full force and effect.

29.4 Waiver

No failure or delay in exercising any right constitutes a waiver, and no waiver is effective unless in writing and signed by the waiving Party. NextTyr's issuance of any credit or accommodation not required by this Agreement does not waive any provision or create any future obligation.

29.5 Assignment

Customer may not assign or transfer this Agreement, by operation of law or otherwise, without NextTyr's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a competitor of NextTyr and assumes all obligations and Customer's account is current. NextTyr may assign this Agreement without restriction. Any attempted assignment in violation of this Section is void.

29.6 No Agency

Nothing in this Agreement creates any partnership, joint venture, employment, fiduciary, or agency relationship between the Parties.

29.7 No Third-Party Beneficiaries

Except for the Indemnified Parties identified in Section 20, this Agreement creates no third-party beneficiary rights. No caller, End User, or other third party has any right to enforce the Answered-Call Guarantee.

29.8 Force Majeure

NextTyr shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, governmental action, power or internet outages, telecommunications or carrier failures, cyberattacks, or failures of Third-Party Services.

29.9 U.S. Government Rights

The Services are "commercial computer software" and are provided to U.S. Government end users with only those rights granted to all other users under this Agreement.

29.10 Headings and Construction

Headings are for convenience only. This Agreement shall not be construed against the drafting Party. "Including" means "including without limitation."

29.11 Survival

The following provisions survive termination: Sections 1, 5 (as to accrued amounts), 6, 7, 8.3–8.4, 9, 13, 15.6, 15.8, 16, 17, 18, 19, 20, 21.4–21.5, 23, 24, 25, 26, 27, 28, and 29, together with any provision that by its nature should survive.