Terms of Service.

Introduction

Welcome to Ahoi LLC ("Ahoi," "we", "us," or "our"). These Terms of Service (the "Terms") constitute a legally binding agreement between Ahoi LLC and you or the entity you represent ("Customer," "you," or "your") governing your access to and use of Ahoi's cloud communications platform, including but not limited to Voice over Internet Protocol (VoIP) services, Short Message Service (SMS), Multimedia Messaging Service (MMS), video conferencing capabilities, Application Programming Interfaces (APIs), Software Development Kits (SDKs), and all related services, software, and technologies (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Acceptance of Terms

1.1 Binding Agreement. By registering for an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy (available at www.ahoi.net/privacy), Acceptable Use Policy, and any other policies referenced herein, all of which are incorporated into these Terms by reference.

1.2 Authority to Bind. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

1.3 Age Requirement. You must be at least 18 years of age to use the Services. By using the Services, you represent and warrant that you meet this requirement.

2. Description of Services

2.1 Service Offerings. Ahoi LLC provides a comprehensive cloud communications platform that enables businesses to integrate voice, messaging, and video capabilities into their applications and systems. Our Services include, but are not limited to:

• Voice services, including VoIP calling, call routing, interactive voice response (IVR), voicemail, call recording, and conferencing;
• • Messaging services, including SMS, MMS, and programmable chat;
• • Video services, including video conferencing and interactive video experiences;
• • Programmable APIs and SDKs for integration with your applications;
• • Number provisioning and management services;
• • Authentication and verification services;
• • Analytics and reporting tools.

2.2 Service Modifications. We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We may also impose limits on certain features or restrict access to parts or all of the Services without liability.

2.3 Beta Services. From time to time, we may offer access to beta, preview, or other pre-release Services ("Beta Services"). Beta Services are provided "as is" without warranty of any kind, and we may modify, suspend, or discontinue Beta Services at any time without notice.

3. Account Registration and Security

3.1 Account Creation. To access and use the Services, you must create an account by providing accurate, complete, and current information as prompted by the registration form. You agree to update your information promptly if any changes occur.

3.2 Account Credentials. You are responsible for maintaining the confidentiality of your account credentials, including your username, password, and API keys. You agree to notify us immediately of any unauthorized access to or use of your account credentials or any other breach of security.

3.3 Account Responsibility. You acknowledge and agree that you are solely responsible for all activities that occur under your account, whether or not authorized by you. We will not be liable for any loss or damage arising from your failure to maintain adequate security of your account credentials.

3.4 Verification. We may require additional verification information to comply with applicable laws and regulations, including but not limited to Know Your Customer (KYC) and Anti-Money Laundering (AML) requirements. Failure to provide requested verification information may result in suspension or termination of your account.

3.5 SMS Notifications. By opting into receive SMS notifications, you agree to the following terms:

• Subscriptions: SMS notifications are part of a recurring-messages program. By subscribing, you agree to receive recurring messages based on the program description provided during registration.
• Program Name: The SMS notification service is provided by ahoi llc ("Sponsor"), and the program is designed to provide information about account activity and related messages to your services.
• Message Frequency: The number of SMS notifications you receive will vary based on the nature of the messages and your preferences.
• Message and Data Rates: Message and data rates may apply as determined by your mobile carrier. You are responsible for any such charges.
• Help Information: For assistance, reply HELP to any SMS message, or contact us at 303-500-0999, through our website form at harbor.ahoi.net, or via email at [email protected].
• Opt-Out: To stop receiving SMS notifications, reply STOP to any SMS message. You will receive a confirmation message that your subscription has been canceled.
• Carrier Liability: Carriers are not liable for delayed or undelivered messages.

4. Use of Services

4.1 Permitted Use. You may use the Services solely for lawful purposes and in accordance with these Terms. You agree to use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations.

4.2 Prohibited Use. You shall not use the Services to:

• • Violate any applicable laws, regulations, or third-party rights;
• • Transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
• • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• • Engage in any activity that constitutes unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• • Transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• • Interfere with or disrupt the Services or servers or networks connected to the Services;
• • Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;
• • Engage in any activities that would violate the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, or similar laws and regulations;
• • Use the Services for emergency services or critical applications where failure could lead to death, personal injury, or environmental damage.

4.3 Usage Limitations. We may impose reasonable usage limitations on the Services to ensure fair usage and system stability. These limitations may include, but are not limited to, restrictions on call duration, message volume, concurrent calls, or API request rates. We will make reasonable efforts to notify you of any such limitations.

4.4 Customer Content. You retain all right, title, and interest in and to any data, information, or material that you upload, transmit, or otherwise provide through the Services ("Customer Content"). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and display Customer Content solely as necessary to provide the Services to you.

4.5 Compliance with Laws. You are solely responsible for ensuring that your use of the Services and Customer Content complies with all applicable laws and regulations, including but not limited to laws related to telecommunications, data privacy, consumer protection, intellectual property, and export control.

5. Fees and Payment

5.1 Pricing. You agree to pay all fees associated with your use of the Services in accordance with the pricing and payment terms outlined on our website or in a separate written agreement. All fees are exclusive of applicable taxes, which you are responsible for paying.

5.2 Payment Methods. We accept payment via credit card, ACH transfer, wire transfer, or other methods as specified on our website. You authorize us to charge your designated payment method for all fees incurred.

5.3 Billing Cycle. We will bill you in advance for subscription fees and in arrears for usage-based fees. Payment terms are net thirty (30) days from the invoice date unless otherwise specified.

5.4 Fee Changes. We reserve the right to modify our fees and pricing structure at any time. We will provide at least thirty (30) days' advance notice of any fee changes by email or through the Services. Your continued use of the Services after the effective date of the fee change constitutes acceptance of the new fees.

5.5 Late Payments. If any fees are not paid when due, we may (a) assess late charges at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is less, and (b) suspend or terminate your access to the Services until all outstanding fees are paid in full.

5.6 Refunds. All fees are non-refundable except as expressly provided in these Terms or as required by applicable law.

5.7 Taxes. You are responsible for all taxes, duties, levies, and similar governmental assessments associated with your use of the Services, excluding taxes based on our net income.

6. API Usage and Integration

6.1 API License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use our APIs solely to develop, test, and support your integration with the Services, and to enable your applications to interface with the Services.

6.2 API Restrictions. In addition to the restrictions set forth in Section 4.2, you shall not:

• • Use the APIs for any purpose other than to integrate with and use the Services as permitted by these Terms;
• • Reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code of the APIs or any component of the Services;
• • Modify, create derivative works of, distribute, publicly display, publicly perform, or sublicense the APIs;
• • Use the APIs in a manner that exceeds rate limits or constitutes excessive or abusive usage;
• • Use the APIs in a manner that, in our sole discretion, negatively impacts the performance or stability of the Services or our infrastructure;
• • Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through the APIs;
• • Market, distribute, or authorize third parties to access or use the APIs except as part of your application.

6.3 API Documentation. We provide documentation for the APIs ("API Documentation") to assist you in using the APIs. You agree to comply with any requirements or restrictions set forth in the API Documentation.

6.4 API Changes. We may modify, update, or discontinue any API at any time with or without notice. We will make reasonable efforts to notify you of material changes to APIs through the API Documentation, email, or the Services. You are responsible for ensuring that your application remains compatible with the current version of the APIs.

6.5 API Keys. We may issue API keys or other credentials to enable your use of the APIs. You are responsible for maintaining the security of your API keys and must not share them with third parties. You acknowledge that your API keys may be revoked at any time if we suspect misuse.

7. Intellectual Property Rights

7.1 Ownership of Services. The Services, including all associated intellectual property rights, are and shall remain the exclusive property of Ahoi LLC and its licensors. These Terms do not grant you any rights to use our trademarks, logos, domain names, or other brand features.

7.2 Feedback. If you provide suggestions, comments, or other feedback regarding the Services ("Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit the Feedback for any purpose without restriction or compensation to you.

7.3 Customer Content. As between you and Ahoi LLC, you own all right, title, and interest in and to Customer Content. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and display Customer Content solely as necessary to provide the Services to you.

7.4 Usage Data. We may collect and analyze data relating to your use of the Services, including usage patterns, performance metrics, and other anonymized, aggregated data ("Usage Data"). Usage Data does not include Customer Content or any information that identifies you or your end users. We own all right, title, and interest in and to Usage Data and may use it for any lawful purpose, including service improvement, research, and marketing.

8. Data Privacy and Security

8.1 Privacy Policy. Our collection and use of personal information in connection with the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and disclosure of information as described in our Privacy Policy.

8.2 Data Security. We implement and maintain reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Content and personal information processed through the Services. However, no security system is impenetrable, and we cannot guarantee the absolute security of our systems.

8.3 Customer Obligations. You are responsible for:

• • Implementing appropriate security measures to protect your account credentials and systems that interact with the Services;
• • Ensuring that your collection, use, and disclosure of personal information through the Services complies with all applicable privacy laws and regulations;
• • Obtaining all necessary consents and providing all required disclosures to individuals whose personal information is processed through the Services;
• • Notifying us promptly of any actual or suspected security breach affecting your account or Customer Content.

8.4 Data Processing Addendum. If required by applicable law, we will enter into a data processing addendum with you that complies with the requirements of such law.

9. Service Availability and Performance

9.1 Service Level Agreement. If applicable, we will provide the Services in accordance with the service level agreement ("SLA") published on our website or provided to you separately. The SLA sets forth the service level commitments and remedies for failure to meet such commitments.

9.2 Maintenance. We may perform scheduled maintenance on the Services from time to time. We will make reasonable efforts to provide advance notice of scheduled maintenance through the Services, email, or our status page.

9.3 Emergency Maintenance. We reserve the right to perform emergency maintenance on the Services without prior notice when necessary to address critical security vulnerabilities or system stability issues.

9.4 No Guarantee. While we strive to ensure high availability and performance of the Services, we do not guarantee that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that the Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.

9.5 Third-Party Services. The Services may depend on or interoperate with third-party services, including but not limited to telecommunications carriers, internet service providers, and cloud infrastructure providers. We are not responsible for the performance, availability, or security of such third-party services.

10. Regulatory Compliance

10.1 Telecommunications Regulations. The Services may be subject to telecommunications regulations in various jurisdictions. You agree to comply with all applicable telecommunications laws and regulations when using the Services.

10.2 Emergency Services. THE SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES, INCLUDING BUT NOT LIMITED TO 911 OR E911 SERVICE. We do not guarantee that the Services will provide access to emergency services. You are responsible for ensuring that you have alternative means of accessing emergency services.

10.3 TCPA Compliance. You agree to comply with the Telephone Consumer Protection Act (TCPA) and any similar laws and regulations when using the Services for outbound communications. This includes, but is not limited to, obtaining prior express consent before sending automated messages or making automated calls to recipients.

10.4 CALEA Compliance. You acknowledge that the Services may be subject to the Communications Assistance for Law Enforcement Act (CALEA) and similar laws in other jurisdictions. You agree to cooperate with us in complying with any valid legal process, including but not limited to court orders, subpoenas, and search warrants.

10.5 Number Porting. If you request to port a telephone number to or from the Services, you acknowledge that the porting process is subject to applicable laws and regulations and may not be available in all jurisdictions or for all number types.

11. Term and Termination

11.1 Term. These Terms commence on the date you first accept them or access the Services, whichever is earlier, and will continue until terminated as provided herein.

11.2 Termination for Convenience. You may terminate these Terms at any time by discontinuing use of the Services and deleting your account. We may terminate these Terms or suspend or terminate your access to the Services at any time for any reason without liability, with or without notice.

11.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party:

• • Materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach;
• • Becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or ceases to do business in the ordinary course.

11.4 Effect of Termination. Upon termination of these Terms:

• • All licenses and rights granted to you under these Terms will immediately terminate;
• • You must immediately cease all use of the Services;
• • You remain liable for all fees incurred before or upon termination;
• • We may delete your account and all Customer Content associated with it;
• • Sections that by their nature should survive termination will survive, including but not limited to Sections 7, 10, 11.4, 12, 13, 14, 15, 16, and 17.

12. Warranties and Disclaimers

12.1 Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; and (b) it will comply with all applicable laws and regulations in its performance under these Terms.

12.2 Customer Warranties. You represent and warrant that: (a) you have all necessary rights, licenses, and permissions to provide Customer Content and to grant the licenses in Section 7.3; and (b) Customer Content and your use of the Services do not and will not violate any applicable laws or infringe any third-party rights.

12.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES.

13. Limitation of Liability

13.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AHOI LLC OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13.3 Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

13.4 Essential Purpose. The limitations in this Section shall apply even if any limited remedy fails of its essential purpose.

14. Indemnification

14.1 Your Indemnification. You agree to indemnify, defend, and hold harmless Ahoi LLC and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or related to:

• • Your violation of these Terms;
• • Your violation of any rights of another person or entity;
• • Your violation of any applicable laws, rules, or regulations;
• • Customer Content;
• • Your actual or alleged misuse of the Services.

14.2 Our Indemnification. We will indemnify, defend, and hold you harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or related to claims that the Services, when used as authorized under these Terms, infringe a valid U.S. patent, copyright, or trademark of a third party. This indemnification obligation does not apply to claims arising from:

• • Your use of the Services in violation of these Terms;
• • Your combination of the Services with other products, services, hardware, data, or processes not provided by us;
• • Your modification of the Services;
• • Your use of the Services after we notify you to discontinue such use;
• • Your use of a previous version of the Services when use of a newer version would have avoided the infringement.

14.3 Procedure. The indemnifying party's obligations under this Section are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim in a manner that imposes any obligation on the indemnified party without the indemnified party's prior written consent); and (c) providing reasonable assistance to the indemnifying party, at the indemnifying party's expense.

15. Modifications to Terms

15.1 Updates to Terms. We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website, sending you an email, or displaying a notice within the Services. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the updated Terms.

15.2 Objection. If you do not agree to the updated Terms, you must stop using the Services and terminate your account before the effective date of the updated Terms.

16. Miscellaneous

16.1 Entire Agreement. These Terms, together with any other agreements or policies referenced herein, constitute the entire agreement between you and Ahoi LLC regarding the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

16.2 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

16.3 Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ahoi LLC.

16.4 Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. We may assign these Terms, in whole or in part, at any time without notice.

16.5 Relationship. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Ahoi LLC.

16.6 Force Majeure. Neither party will be liable for any failure or delay in performance under these Terms (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government actions, power failures, or internet or telecommunications disruptions.

16.7 Notices. We may provide notices to you via email, regular mail, or postings on the Services. You may provide notices to us by emailing [email protected] or by mail to: Ahoi LLC, 8 the agreen, suite a, dover, DE 19901, Attention: Legal Department.

17. Governing Law and Dispute Resolution

17.1 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

17.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved as follows:

• • The parties will attempt in good faith to resolve any dispute through executive-level negotiations within thirty (30) days after written notice of the dispute.
• • If the dispute is not resolved through negotiations, the parties will attempt to resolve the dispute through mediation conducted in Delaware, administered by JAMS under its mediation rules.
• • If the dispute is not resolved through mediation, it shall be resolved by binding arbitration conducted in Dover, Delaware, administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator shall issue a written decision setting forth the essential findings and conclusions on which the award is based. The decision of the arbitrator shall be final and binding.

17.3 Class Action Waiver. ANY ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL JOIN OR CONSOLIDATE CLAIMS WITH THOSE OF ANY OTHER PERSON OR ENTITY.

17.4 Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin infringement or misappropriation of intellectual property rights.

17.5 Time Limitation. Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

18. Contact Information

If you have any questions or concerns about these Terms or the Services, please contact us at:

Email: [email protected]
Phone: 303-500-0999

Thank you for choosing Ahoi LLC. We look forward to providing you with our communication services.