Allsio End User License Agreement

1. Agreement

This End User License Agreement ("Agreement") is a legal agreement between you or the organization you represent ("Customer" or "you") and Charleston Telecom Solutions, LLC ("CTS", "we", or "us") governing your access to and use of the Allsio platform, including all associated software, mobile applications, APIs, and services (collectively, the "Platform").

By activating an Allsio account, clicking "I Agree," or otherwise accessing or using the Platform, you agree to be bound by this Agreement. If you do not agree, do not use the Platform. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

2. License Grant

Subject to the terms of this Agreement and timely payment of applicable subscription fees, CTS grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for your internal business purposes during the subscription term. This license does not include the right to modify, copy, distribute, reverse-engineer, or create derivative works of any portion of the Platform.

3. Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with this Agreement. You must not:

• Send unsolicited, deceptive, or illegal communications, including spam
• Use the Platform to harass, threaten, or abuse any person
• Violate any applicable law, regulation, or third-party right, including the TCPA, CAN-SPAM Act, and applicable state messaging laws
• Send messages to recipients who have not provided the legally required consent
• Attempt to gain unauthorized access to any part of the Platform or its infrastructure
• Introduce malicious code, viruses, or disruptive software
• Resell or sublicense access to the Platform without CTS's prior written consent
• Use the Platform in a manner that overloads or impairs its performance

CTS reserves the right to suspend or terminate your access immediately if we determine, at our sole discretion, that you are violating this section.

4. Your Data

You retain all ownership rights to the data, content, and information you upload to or generate within the Platform ("Customer Data"). You grant CTS a limited license to process Customer Data solely as necessary to provide the Platform and related support services.

You are solely responsible for ensuring that your collection and use of Customer Data complies with applicable law, including obtaining all necessary consents from individuals whose information is stored or messaged through the Platform.

5. Intellectual Property

The Platform, including all software, designs, algorithms, content, documentation, and trade secrets embodied therein, is the exclusive property of CTS and its licensors. Nothing in this Agreement transfers any ownership interest in the Platform to you. All rights not expressly granted are reserved by CTS.

"Allsio" and the Allsio logo are trademarks of Charleston Telecom Solutions, LLC. You may not use our trademarks without prior written permission.

6. Fees and Payment

Access to the Platform is provided on a subscription basis. Fees are as set forth in your service order or subscription agreement with CTS. All fees are due in accordance with the billing terms specified therein. CTS reserves the right to suspend access for accounts that are past due.

7. Privacy and Data Processing

CTS processes Customer Data in accordance with our Privacy Policy. For customers handling Protected Health Information (PHI), CTS is willing to execute a Business Associate Agreement (BAA) as required under HIPAA. Contact support@charlestontel.com to request a BAA.

8. Service Availability

CTS will make commercially reasonable efforts to maintain Platform availability. However, we do not guarantee uninterrupted or error-free service. Scheduled maintenance, carrier outages, and events beyond our reasonable control may result in temporary unavailability. CTS will provide advance notice of scheduled maintenance where practicable.

9. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CTS DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE FREE OF ERRORS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR SIMILAR DAMAGES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF CTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CTS's total cumulative liability to you arising out of or related to this Agreement will not exceed the fees paid by you to CTS in the three (3) months preceding the event giving rise to the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless CTS and its officers, directors, employees, and agents from and against any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform in violation of this Agreement or applicable law; (b) your Customer Data; or (c) your violation of any third-party right.

12. Term and Termination

This Agreement is effective from the date you first access the Platform and continues until your subscription is terminated. Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of notice.

Upon termination, your right to access the Platform ceases immediately. CTS will retain Customer Data for thirty (30) days following termination, during which time you may request an export. After that period, Customer Data will be permanently deleted from our systems unless retention is required by law.

13. Governing Law

This Agreement is governed by the laws of the State of South Carolina, without regard to its conflict-of-law principles. Any dispute arising under this Agreement will be resolved exclusively in the state or federal courts located in Charleston County, South Carolina, and both parties consent to personal jurisdiction in those courts.

14. Changes to This Agreement

CTS may update this Agreement from time to time. We will notify you of material changes via the Allsio admin panel or by email at least thirty (30) days before the changes take effect. Your continued use of the Platform after the effective date of any update constitutes your acceptance of the revised Agreement.

15. Contact Us

If you have questions about this Agreement, please contact us: