ARVOS MASTER SERVICE AGREEMENT

IT Management Corporation d/b/a ARVOS
Effective Date: April 17, 2026

This Master Service Agreement, together with any Sales Order Quote, statement of work, service schedule, policy, end-user license agreement, privacy policy, acceptable use policy, and any other written or electronic terms incorporated by reference, collectively forms the agreement between IT Management Corporation, a California corporation doing business as ARVOS, with its principal place of business located at 3300 Central Expressway, Santa Clara, California 95051, and the customer, organization, agency, business, or other entity accepting or using the Services. ARVOS and Customer may each be referred to as a “Party” and collectively as the “Parties.”

By executing a Sales Order Quote, submitting a purchase order, paying an invoice, electronically accepting this Agreement, activating any account, using the Services, allowing Users to use the Services, or accepting delivery of equipment or devices, Customer acknowledges that it has read, understands, and agrees to be bound by this Agreement. If the individual accepting this Agreement does so on behalf of an organization, that individual represents and warrants that they have authority to bind such organization.

1. Scope of Services

ARVOS provides a commercial push-to-talk, communication, device-management, location, software, platform, and related technology service. The Services may include push-to-talk voice communications, group communications, text or data messaging, GPS and location-based features, dispatch functionality, device management, mobile device management, administrative control tools, artificial intelligence-enabled analytics, transcription, translation, sentiment analysis, reporting, data services, SIM-based or wireless connectivity services, and related hardware, accessories, applications, software, and professional services.

The Services may be delivered through ARVOS-provided devices, third-party devices, customer-owned devices, mobile applications, web applications, dispatch consoles, administrative portals, integrations, or other supported systems. The Services may rely upon third-party cellular networks, Wi-Fi networks, DMR systems, satellite systems, satellite communication adapters, internet service providers, cloud infrastructure, mobile operating systems, identity providers, device manufacturers, and other third-party technologies that are not owned or controlled by ARVOS.

Customer acknowledges that ARVOS is a commercial business communication platform and is not designed, intended, represented, or guaranteed to be a mission-critical, life-safety, emergency-response, public-safety, or fail-safe communication system.

2. Order Documents, SOQs, and Precedence

Customer may order Services through one or more Sales Order Quotes, statements of work, online order forms, written proposals, or other order documents accepted by ARVOS. Each accepted order document is incorporated into this Agreement. In the event of conflict among documents, the applicable Sales Order Quote or statement of work shall control with respect to pricing, quantities, service term, and specific commercial terms; this Master Service Agreement shall control with respect to general legal, risk, liability, service limitation, dispute, and operational terms; the Privacy Policy shall control with respect to privacy disclosures; and the End User License Agreement shall control with respect to end-user application and device-level use.

No purchase order, vendor form, customer procurement term, handwritten modification, or other document submitted by Customer shall modify this Agreement unless expressly accepted in writing by an authorized officer of ARVOS. Any inconsistent or additional terms in a Customer purchase order or procurement document are rejected and shall have no effect unless expressly agreed to in writing by ARVOS.

3. Acceptance, Onboarding, and Initiation of Service

ARVOS has no obligation to begin onboarding, installation, provisioning, shipment, activation, configuration, or delivery of Services until ARVOS has received and accepted all required documents, payments, onboarding information, customer data, site information, user information, device information, service addresses, emergency addresses, tax information, and any other information reasonably required to provide the Services.

Customer shall provide all permissions, consents, access rights, site access, administrative approvals, credentials, network information, security approvals, and authorizations necessary for ARVOS to install, activate, maintain, inspect, support, troubleshoot, update, repair, replace, manage, or modify the Services, Devices , software, applications, and related systems. Customer’s delay in providing required information, access, approvals, or cooperation shall not delay billing or extend the applicable Term unless ARVOS expressly agrees in writing.

ARVOS may describe its Services, products, features, pricing, and availability on its websites, proposals, applications, marketing materials, or other communications. ARVOS attempts to keep such information accurate, but does not warrant that descriptions, availability, specifications, features, pricing, or other content are complete, current, error-free, or applicable to every Customer environment.

4. Commercial Use and Customer Responsibility

The Services are provided solely for Customer’s authorized commercial, governmental, educational, institutional, or organizational use. Customer shall not resell, sublicense, lease, rent, white-label, redistribute, or otherwise make the Services available to third parties without ARVOS’s prior written consent, which may be withheld in ARVOS’s sole discretion.

Customer is solely responsible for all activity under its account, including activity by administrators, Users, employees, contractors, agents, guests, or any other person using Customer’s account, Devices, credentials, or Services. Customer is responsible for managing its administrators, user permissions, groups, talk groups, dispatch permissions, recording settings, location visibility, device policies, application permissions, identity-provider settings, and access controls.

Customer shall ensure that all Users are properly authorized, trained, notified, and legally permitted to use the Services. Customer shall comply with all applicable federal, state, local, and international laws, rules, regulations, labor requirements, employment policies, collective bargaining obligations, privacy laws, recording-consent laws, public-sector rules, procurement requirements, and industry-specific requirements applicable to Customer’s use of the Services.

5. Payment Terms, Fees, and Billing

Unless otherwise expressly stated in a Sales Order Quote, all Services are sold on a prepaid, fixed-term basis. Customer shall pay all fees in full in advance for the applicable Term. All fees are non-cancelable and non-refundable except as expressly stated in a written agreement signed by an authorized officer of ARVOS. Billing shall begin on the effective date, service commencement date, shipment date, activation date, or other billing commencement date stated in the applicable order document, and shall not be delayed because Customer is not ready to deploy, activate, train, configure, or use the Services.

Any additional Devices, licenses, users, features, add-ons, software modules, connectivity services, SIM services, dispatch seats, administrative users, AI features, data packages, or other Services added during the Term shall co-term with Customer’s then-current primary Service Term unless otherwise agreed in writing. Such additions shall inherit the same discount structure applicable to the original committed plan and shall be billed for the remaining portion of the Term. Reductions, removals, cancellations, non-use, or partial deployment shall not reduce Customer’s committed charges during the then-current Term.

Customer shall pay all fixed recurring charges in advance and all variable, usage-based, overage, regulatory, carrier, network, tax, shipping, professional service, or other charges in accordance with the applicable invoice. Customer authorizes ARVOS to charge Customer’s approved payment method, including credit card, debit card, ACH, wire, or other approved payment mechanism, for all amounts due. Customer shall maintain accurate and current billing information at all times.

If Customer terminates, cancels, fails to renew, fails to pay, or otherwise discontinues all or any portion of the Services before the end of the committed Term, all remaining fees through the end of the then-current Term shall become immediately due and payable. The Parties agree that such amounts represent the agreed value of the committed Services and are not a penalty.

6. Taxes, Regulatory Fees, Surcharges, and Address Accuracy

Customer shall provide accurate billing addresses, service addresses, place-of-primary-use information, emergency addresses, device deployment locations, tax-exemption documentation, and any other information required to calculate taxes, fees, surcharges, regulatory assessments, carrier charges, public safety fees, communications-related charges, or other amounts associated with the Services.

Customer is responsible for all taxes, regulatory fees, surcharges, public safety charges, universal service charges, carrier fees, network access fees, government assessments, gross receipts charges, environmental fees, and similar amounts arising from or related to the Services, except for taxes based solely on ARVOS’s net income. ARVOS may charge or recover regulatory fees, administrative fees, carrier-imposed charges, third-party network charges, and governmental or quasi-governmental assessments associated with the Services. Such fees may change from time to time without prior notice unless notice is required by applicable law.

If Customer provides inaccurate, incomplete, outdated, or invalid address, tax, exemption, emergency, location, or place-of-primary-use information, Customer shall be responsible for any resulting taxes, fees, penalties, service limitations, emergency-routing issues, regulatory issues, or other consequences.

7. Invoice Disputes, Late Payments, Collections, and Reconnection

Customer must notify ARVOS in writing of any invoice dispute within sixty (60) days after the date of the disputed invoice. The notice must identify the invoice, the disputed amount, the basis for the dispute, and all supporting documentation. Customer waives any dispute not submitted within such sixty (60) day period. Customer shall timely pay all undisputed amounts while any dispute is pending.

ARVOS may charge late fees on overdue amounts in the amount of $15.00 or 1.5% per month, whichever is greater, or the maximum amount permitted by law, whichever is lower. ARVOS may charge returned-payment fees, collection costs, attorneys’ fees, court costs, arbitration costs, and other costs incurred in collecting overdue amounts, to the extent permitted by law. ARVOS may apply deposits, credits, prepayments, or other amounts held by ARVOS against unpaid balances. If ARVOS applies any deposit or security amount, Customer shall replenish such deposit upon request.

If Services are suspended, restricted, or terminated for nonpayment or other default, ARVOS may, in its sole discretion, restore Services subject to conditions determined by ARVOS, including payment of all overdue amounts, deposits, reconnection fees, reactivation fees, professional service charges, and any other applicable amounts. Restoration of Services shall not waive ARVOS’s right to collect all amounts due or enforce this Agreement.

8. Term, Renewal, and Non-Renewal

The initial Term shall be stated in the applicable Sales Order Quote. Unless Customer provides written notice of non-renewal at least sixty (60) days before the end of the then-current Term, the Services shall automatically renew for an additional one-year renewal term. Upon renewal, any multi-year, promotional, introductory, or special discounts may be removed, and Services may renew at ARVOS’s then-current standard rates unless ARVOS agrees otherwise in writing.

All Services, add-ons, licenses, Devices, data plans, and related features added during the Term shall co-term with the primary plan unless otherwise stated in writing. Customer’s payment obligations, confidentiality obligations, indemnification obligations, limitation of liability provisions, dispute resolution obligations, data provisions, equipment return obligations, and all other provisions that by their nature should survive shall survive expiration or termination.

9. Suspension and Termination

ARVOS may suspend, restrict, limit, disable, or terminate Services, accounts, Devices, applications, access credentials, integrations, or features at any time if Customer or any User fails to pay amounts due, violates this Agreement, violates applicable law, misuses the Services, engages in unlawful surveillance or recording, resells Services without authorization, interferes with network operations, compromises security, infringes third-party rights, creates regulatory risk, causes harm to ARVOS or others, or if suspension or termination is required or requested by a court, regulator, law enforcement agency, carrier, network provider, platform provider, or other lawful authority.

Upon termination, ARVOS may deactivate accounts, disable access, reclaim numbers or identifiers where applicable, delete or purge data subject to the data-retention terms, disable Devices, remove software access, or terminate integrations. Customer shall not be entitled to any refund, credit, or proration of prepaid amounts unless expressly stated in writing by ARVOS.

10. Acceptable Use

Customer shall not use, and shall not permit any User to use, the Services for unlawful, fraudulent, abusive, harassing, threatening, defamatory, invasive, harmful, malicious, excessive, disruptive, or unauthorized purposes. Customer shall not use the Services to conduct unlawful surveillance, violate privacy rights, violate recording-consent laws, intercept communications unlawfully, transmit malware, interfere with networks, overload systems, attempt unauthorized access, bypass security controls, compromise credentials, resell unauthorized services, or use the Services in any manner inconsistent with applicable laws, this Agreement, ARVOS policies, or third-party network policies.

ARVOS may monitor usage patterns and may throttle, restrict, suspend, or terminate Services where ARVOS reasonably determines that usage is excessive, abusive, unlawful, harmful, inconsistent with the intended commercial use of the Services, or likely to impair the Services, networks, systems, third-party providers, or other customers.

11. Network Access, Connectivity, and Third-Party Dependencies

The Services depend upon third-party networks, systems, providers, and technologies, including cellular networks, LTE, 5G, Wi-Fi, DMR, satellite systems, satellite adapters, internet service providers, cloud infrastructure, mobile operating systems, app stores, identity providers, device manufacturers, SIM providers, and other third parties. ARVOS does not own or control such third-party systems and is not responsible for their performance, availability, security, privacy, coverage, capacity, routing, congestion, latency, outages, policies, restrictions, or failures.

Customer acknowledges that communications may be delayed, interrupted, degraded, misrouted, blocked, unavailable, or fail entirely. ARVOS does not guarantee message delivery, push-to-talk delivery, talk group availability, call routing, data transmission, dispatch visibility, GPS availability, location accuracy, AI processing, application performance, or device connectivity.

Third-party network access may be subject to the acceptable-use policies, fair-use policies, roaming limitations, coverage limitations, data limits, export restrictions, public-safety restrictions, or other terms of third-party providers. Customer is responsible for complying with such third-party policies, and ARVOS shall have no liability for Customer’s violation of such policies or for any third-party restriction, suspension, throttling, limitation, outage, or termination.

12. Service Availability and SLA

ARVOS targets 99.99% availability solely for ARVOS-controlled platform infrastructure. This availability target applies only to systems directly controlled by ARVOS and expressly excludes third-party networks, cellular coverage, Wi-Fi, DMR, satellite connectivity, satellite adapters, customer networks, customer devices, customer configurations, customer delays, mobile operating systems, app stores, identity providers, force majeure events, scheduled maintenance, emergency maintenance, security actions, third-party outages, and failures caused by Customer or Users.

The 99.99% availability target is a service objective and does not create any entitlement to refunds, credits, liquidated damages, penalties, service credits, or financial remedies unless expressly stated in a written SLA signed by an authorized officer of ARVOS. ARVOS may conduct maintenance, updates, patches, upgrades, migrations, security work, and emergency changes as needed to protect, maintain, improve, or restore the Services.

13. Emergency Services, 911, and No Life-Safety Reliance

Customer acknowledges and agrees that ARVOS is not a substitute for traditional telephone service, wireless telephone service, 911 service, E911 service, NG911 service, public safety radio, emergency dispatch, fire alarm systems, security alarm systems, life-safety systems, or mission-critical communications. ARVOS push-to-talk, mobile applications, Devices, dispatch functions, GPS features, SOS features, AI features, recordings, analytics, and location services are not designed, intended, certified, represented, or guaranteed for emergency use.

Emergency communications may fail, be delayed, be misrouted, be unavailable, or provide inaccurate or insufficient location information. Location information may be delayed, incomplete, unavailable, inaccurate, dependent on device settings, dependent on GPS signal, dependent on wireless network conditions, or different from carrier-provided emergency location information. ARVOS does not guarantee that any 911 call, emergency communication, SOS alert, location event, dispatch notification, AI alert, recording, or message will be transmitted, received, monitored, acted upon, or delivered to the appropriate emergency authority.

Customer represents and warrants that it has and will maintain alternative means of contacting 911 and other emergency services, including traditional wireless or landline services where appropriate. Customer shall instruct all Users not to rely on ARVOS as their sole or primary means of emergency communication. ARVOS has no duty to monitor communications, GPS locations, SOS alerts, AI outputs, recordings, analytics, device events, or system alerts for emergency conditions and has no duty to dispatch assistance.

14. Recording, Monitoring, GPS, and Customer Consent Obligations

Customer acknowledges that ARVOS Services may record, monitor, store, analyze, and make available communications and data, including push-to-talk transmissions, voice communications, text messages, group communications, metadata, GPS location, device status, device telemetry, user status, images, files, logs, administrative actions, and other system activity.

Because push-to-talk communications are real-time, group-based, and operational in nature, per-transmission recording consent or notice is not practical. Customer agrees that consent and notice must be handled through advance disclosure, user policy, employee acknowledgment, application notice, device policy, training, signage where appropriate, and ongoing consent mechanisms. Customer is solely responsible for notifying Users and any other affected individuals that communications may be recorded, monitored, analyzed, transcribed, translated, stored, accessed, or shared, and for obtaining all consents required by applicable law.

Customer is solely responsible for compliance with all recording, wiretapping, privacy, employment, labor, union, workplace monitoring, education, government, public records, and data protection laws applicable to Customer’s use of the Services. ARVOS shall have no liability arising from Customer’s failure to provide notice, obtain consent, adopt appropriate policies, or comply with applicable law.

15. Technical Support and Administrative Access

Customer acknowledges and agrees that ARVOS personnel, contractors, vendors, agents, and authorized support resources may access Customer’s platform, account, Devices, user profiles, configurations, recordings, communication logs, GPS location data, device status, device telemetry, images, files, application settings, administrative settings, system logs, network information, and related data as reasonably necessary to provide technical support, onboarding, maintenance, troubleshooting, system monitoring, security, fraud prevention, compliance, service improvement, software updates, diagnostics, and account administration.

ARVOS will use commercially reasonable administrative, technical, and operational controls to limit such access to authorized purposes, but Customer acknowledges that support access is necessary for delivery and support of the Services. Customer is responsible for informing Users that ARVOS support personnel may access such information for support and operational purposes.

16. Artificial Intelligence, Transcription, Translation, and Analytics

The Services may include artificial intelligence, machine learning, automated processing, transcription, translation, sentiment analysis, summarization, classification, alerting, search, reporting, quality analysis, or other analytics. Customer acknowledges that AI-generated outputs are inherently probabilistic and may be inaccurate, incomplete, delayed, biased, misleading, unavailable, or unsuitable for Customer’s intended purpose.

ARVOS does not warrant the accuracy, completeness, reliability, legality, suitability, timeliness, or fitness of any AI-generated output, transcription, translation, sentiment analysis, summary, recommendation, classification, score, alert, or interpretation. Errors may result from pronunciation, accent, annunciation, background noise, overlapping speakers, poor audio quality, technical limitations, language variation, terminology, context, model limitations, or other factors.

Customer agrees that AI outputs are provided for informational purposes only and shall not be relied upon for legal, disciplinary, safety, emergency, employment, medical, financial, compliance, operational, or mission-critical decisions without independent human review. Customer assumes all risk arising from reliance on AI outputs.

17. Device Management, MDM/DVM, Applications, URL Filtering, and Security Controls

Customer acknowledges that ARVOS may provide full mobile device management, device management, or operational management capabilities for supported Devices. Such capabilities may include remote configuration, device monitoring, security-policy enforcement, operating system updates, firmware updates, application installation, application removal, patching, remote lock, remote wipe, application restrictions, device restrictions, certificate management, VPN configuration, content filtering, URL filtering, network filtering, access restrictions, app inventory, diagnostics, compliance reporting, and related management functions.

ARVOS or Customer administrators may restrict access to websites, URLs, domains, applications, content, files, network destinations, device functions, or services for security, compliance, operational, or policy reasons. Customer acknowledges that such controls may affect device functionality, user experience, available applications, data access, or device performance.

ARVOS shall not be liable for data loss, application conflicts, device performance issues, software incompatibility, update failure, device lockout, user inconvenience, or loss of functionality arising from device-management activities performed in accordance with this Agreement or Customer’s administrative settings.

18. Images, Media, Files, Contacts, and Application Permissions

The Services and Devices may request or use permissions to access the camera, microphone, speaker, location, contacts, storage, images, videos, files, call logs, notifications, device identifiers, network information, system status, and other device resources. Images, files, videos, audio, contact information, attachments, or other content accessed, uploaded, transmitted, captured, stored, or shared through the Services may be visible to administrators, authorized Users, ARVOS support personnel, integrated applications, dispatch users, or other systems depending on Customer configuration and usage.

Customer is responsible for ensuring that Users understand and consent to the collection, access, use, and sharing of such information where required by law. ARVOS is not responsible for Customer’s configuration of permissions, Customer’s use of content, or User sharing of images, files, or media through the Services.

19. SSO, Identity Providers, and Credentials

The Services may support single sign-on, federated identity, or third-party authentication through providers such as Google, Microsoft, or other identity providers. Customer is responsible for configuring, maintaining, securing, and monitoring its identity-provider environment, user accounts, administrators, credentials, authentication policies, multi-factor authentication, access tokens, and SSO integrations.

ARVOS is not responsible for the availability, security, accuracy, access decisions, identity proofing, credential compromise, outage, policy changes, or practices of any third-party identity provider. Customer is responsible for all activity occurring through its accounts, credentials, tokens, identity systems, administrator accounts, and authorized or unauthorized access resulting from Customer-managed authentication.

20. Hardware, Devices, Shipping, Delivery, Inspection, Returns, and Warranty

Hardware, Devices, accessories, SIMs, chargers, batteries, mounts, gateways, adapters, or other equipment may be sold, leased, loaned, rented, or provided for use with the Services as stated in the applicable order document. Unless otherwise stated in writing, shipments are FOB origin or shipped according to ARVOS’s standard shipping practices. Customer is responsible for shipping charges, insurance, taxes, import/export requirements, special delivery requirements, and any costs associated with shipping, handling, delivery, or return. ARVOS is not responsible for manufacturer delays, vendor delays, supply-chain issues, inventory shortages, carrier delays, customs delays, or shipping delays outside ARVOS’s control.

Customer shall inspect all shipments immediately upon receipt and report visible damage, missing items, or shipping discrepancies to ARVOS within seventy-two (72) hours after delivery. Failure to report damage or discrepancies within that period may waive Customer’s right to claim damage, shortage, or delivery issues.

Returns are subject to ARVOS approval, manufacturer policies, applicable RMA procedures, original packaging requirements, device condition requirements, and restocking fees. Customer must obtain a valid RMA before returning equipment. Unauthorized returns may be refused. Approved returns may be subject to a restocking fee, shipping charges, handling charges, manufacturer charges, and other costs. Unless otherwise stated, returns must be requested within fifteen (15) days after receipt.

Devices may be subject to manufacturer warranty only, which may be limited to ninety (90) days, one (1) year, or another period determined by the manufacturer. ARVOS does not provide any warranty beyond the applicable manufacturer warranty unless expressly stated in writing. Devices are not fail-safe and may fail, malfunction, lose power, suffer battery degradation, experience software issues, become damaged, lose connectivity, or become unusable. Customer is responsible for maintaining Devices in good working condition, keeping Devices charged, protecting Devices from water, heat, impact, misuse, tampering, neglect, theft, loss, and environmental damage, and ensuring Devices are suitable for Customer’s environment.

Upon termination or expiration of any Service involving ARVOS-owned equipment, Customer shall return all ARVOS-owned equipment within ten (10) days, at Customer’s expense, in good working condition, ordinary wear and tear excepted. If equipment is not timely returned, is damaged, is missing components, or is not in good working condition, ARVOS may charge Customer the full replacement value, current retail price, repair cost, taxes, and related charges.

21. BYOD and Customer-Owned Devices

Where Customer or Users use personally owned or Customer-owned devices, ARVOS makes no representation or warranty regarding compatibility, performance, security, operating system support, battery life, application behavior, background operation, push notification delivery, microphone access, GPS accuracy, recording availability, device permissions, or feature availability. Certain features may be unavailable, limited, degraded, or restricted depending on device type, operating system, app store rules, device settings, manufacturer limitations, user permissions, network conditions, or Customer policy.

Customer is responsible for ensuring that BYOD usage is permitted under its internal policies, employment requirements, labor obligations, privacy notices, and applicable law. ARVOS shall not be responsible for personal data, personal applications, personal device configurations, or conflicts arising from use of Customer-owned or personally owned devices.

22. Professional Services and Support Charges

ARVOS may provide onboarding, implementation, configuration, training, troubleshooting, consulting, dispatch setup, device programming, custom reporting, integration, professional services, or support services. Unless included in an applicable order document, professional services may be billed at ARVOS’s then-current rates. On-site services, after-hours services, emergency services, travel time, travel expenses, remote support, project management, and custom work may be subject to minimum charges and billing increments stated in the applicable order document or ARVOS rate schedule.

Professional services are dependent on Customer cooperation, timely access, accurate information, and availability of Customer personnel, sites, systems, and third-party providers. ARVOS shall not be responsible for delays, increased costs, or incomplete work resulting from Customer delays, inaccurate information, unavailable systems, third-party delays, or lack of cooperation.

23. Data Ownership, Processing Rights, Retention, and Storage Limitations

Customer retains ownership of Customer Data. Customer grants ARVOS a non-exclusive, worldwide, royalty-free right to collect, access, process, store, transmit, analyze, use, disclose, and otherwise handle Customer Data as necessary or appropriate to provide, support, secure, maintain, troubleshoot, improve, and operate the Services; comply with law; prevent fraud or misuse; enforce this Agreement; and protect ARVOS, Customer, Users, and third parties.

Unless otherwise stated in writing, ARVOS retains applicable stored communications, recordings, GPS logs, system logs, analytics, and related platform data for up to one hundred eighty (180) days. ARVOS is not a permanent archive, backup service, records-management system, evidence-retention system, or legal hold repository. Customer is solely responsible for exporting, downloading, preserving, backing up, retaining, or archiving any information Customer requires for legal, regulatory, employment, public records, operational, evidentiary, or business purposes before expiration, deletion, purge, termination, or account closure.

ARVOS may delete, purge, overwrite, de-identify, or make unavailable data after the applicable retention period, upon termination, upon account closure, or as otherwise permitted by law or this Agreement. ARVOS may impose reasonable limits on data storage, file size, message size, retention duration, recording duration, usage volume, analytics history, or account data.

24. Artificial Intelligence Processing and Third-Party Providers.

Customer acknowledges and agrees that certain features and functionalities of the Services may include artificial intelligence (“AI”) and machine learning capabilities, including but not limited to transcription, translation, summarization, sentiment analysis, keyword detection, communication analysis, and related automated processing (collectively, “AI Features”). Customer further acknowledges that such AI Features may be provided, in whole or in part, through third-party service providers, subprocessors, or technology partners (“AI Providers”), which may process communications, recordings, text, metadata, location data, and other information transmitted through the Services.

Customer expressly consents to the processing of such data by ARVOS and its AI Providers for the purpose of delivering, maintaining, improving, and securing the Services. Customer understands and agrees that AI Features are probabilistic in nature and may produce inaccurate, incomplete, or unintended results. ARVOS makes no representations or warranties regarding the accuracy, reliability, completeness, or fitness of any AI-generated output, and Customer assumes all risk associated with reliance on such output.

All AI processing shall be subject to ARVOS’s Privacy Policy and applicable data protection practices; however, ARVOS shall not be responsible for errors, omissions, misinterpretations, or decisions made based on AI-generated content.

25. Customer Configuration and Administrative Control Responsibility.

Customer acknowledges and agrees that the Services include administrative controls and configuration capabilities that may impact system behavior, data visibility, user access, communications routing, recording settings, GPS location sharing, URL filtering, device policies, security controls, and other operational parameters (collectively, “Configurations”). Customer is solely responsible for all Configurations made by Customer, its administrators, or its Authorized Users, including but not limited to group assignments, permission structures, recording enablement, location visibility, application access controls, Single Sign-On (SSO) integrations, and security settings.

ARVOS shall have no liability whatsoever for any claims, damages, losses, or regulatory exposure arising from Customer’s Configurations, including but not limited to misconfiguration, overexposure of data, unauthorized access, improper recording practices, or failure to comply with applicable laws or internal policies. Customer is solely responsible for ensuring that its use and configuration of the Services complies with all applicable laws, including but not limited to privacy, surveillance, recording consent, employment, and data protection laws.

26. Device Management, Remote Access, and Data Loss.

Customer acknowledges that ARVOS may provide device management capabilities for supported devices, including but not limited to remote configuration, software updates, security patching, application installation, access control enforcement, remote lock, and remote data wipe (collectively, “Device Management Functions”). Customer expressly authorizes ARVOS and Customer-designated administrators to utilize such Device Management Functions as necessary to support, secure, maintain, or enforce policies on managed devices.

Customer understands and agrees that the use of Device Management Functions, including remote lock or remote wipe, may result in the deletion, loss, or inaccessibility of data stored on such devices, including personal or business data. Customer assumes full responsibility for any such data loss, and ARVOS shall have no liability for any damages, losses, or claims arising from or related to the execution of Device Management Functions.

For clarity, ARVOS does not install or operate full Mobile Device Management (MDM) control on Customer-owned Bring Your Own Device (“BYOD”) endpoints. BYOD devices may access the Services solely through the ARVOS mobile application and remain under the primary control of the device owner. However, Customer acknowledges that application-level controls, access restrictions, and data handling behaviors within the ARVOS application may still apply, and ARVOS shall not be responsible for device-level performance, security posture, or data integrity on BYOD devices.

27. Passive Conduit and Customer Content

Customer acknowledges that ARVOS acts primarily as a communication, transmission, management, and platform provider with respect to Customer communications and content. ARVOS does not originate, control, verify, endorse, approve, edit, or assume responsibility for Customer communications, User communications, recordings, messages, images, files, locations, AI outputs, device content, or Customer content, except as expressly required to provide the Services.

Any storage, recording, processing, analytics, transcription, translation, or display of Customer communications or content is incidental to the provision of the Services and provided as a convenience to Customer. Customer is solely responsible for the legality, accuracy, appropriateness, retention, disclosure, and use of Customer communications and content.

28. Privacy, CPNI, and Regulatory Compliance

Customer acknowledges that use of the Services may involve collection and processing of personal information, location information, communications data, device data, usage data, contact information, images, recordings, and other information. ARVOS’s privacy practices are described in its Privacy Policy, as updated from time to time.

To the extent any Customer information constitutes Customer Proprietary Network Information, regulated communications information, public records, education records, employment records, sensitive personal information, or other protected information, Customer is responsible for determining the legal requirements applicable to Customer’s use of the Services and for configuring and using the Services in compliance with such requirements. ARVOS will use commercially reasonable safeguards appropriate to the Services, but Customer acknowledges that no system is fully secure.

29. Security Disclaimer

Customer acknowledges that no network, system, device, application, cloud service, communication platform, encryption method, authentication method, or security control is completely secure. ARVOS does not guarantee that communications, recordings, location data, images, messages, AI outputs, files, account data, device data, or stored information will be free from unauthorized access, interception, corruption, loss, delay, disclosure, or compromise.

Customer is responsible for using appropriate administrative, technical, and physical safeguards, including strong passwords, access controls, administrator controls, device security, SSO security, user training, endpoint security, and internal policies. ARVOS shall not be liable for unauthorized access or misuse caused by compromised credentials, Customer configurations, User conduct, third-party systems, Customer devices, weak passwords, identity-provider issues, or Customer’s failure to maintain reasonable security controls.

30. Law Enforcement, Legal Process, and Government Requests

ARVOS may access, preserve, disclose, or provide Customer Data, account information, communications, recordings, location information, device information, logs, or other information when required or permitted by law, subpoena, court order, warrant, legal process, regulatory requirement, governmental request, emergency request, law enforcement request, or where ARVOS reasonably believes disclosure is necessary to protect rights, safety, security, property, network integrity, Users, customers, the public, or ARVOS.

ARVOS may, but is not required to, notify Customer of legal requests where legally permitted and operationally reasonable. Customer is responsible for responding to any legal, regulatory, public records, litigation hold, employment, or compliance obligations applicable to Customer.

31. App Stores, Mobile Platforms, and Third-Party Applications

Where ARVOS applications are distributed through Apple, Google, or other app stores or mobile platforms, Customer acknowledges that such platform providers are not parties to this Agreement and are not responsible for the Services, support, maintenance, warranties, claims, or liabilities related to the Services, except as required by their applicable terms. Use of ARVOS applications may be subject to third-party platform terms, app store rules, operating system restrictions, and device manufacturer policies.

Third-party applications, integrations, identity providers, analytics services, mapping services, AI services, carrier services, cloud services, and other external systems may be used with or connected to the Services. ARVOS is not responsible for third-party services, their security, availability, data practices, terms, performance, decisions, outages, or changes.

32. Export Control and Sanctions Compliance

Customer shall comply with all applicable export control, sanctions, anti-bribery, anti-corruption, telecommunications, import, customs, and trade laws. Customer shall not export, re-export, transfer, access, or use the Services, Devices, software, technical data, or related technology in violation of U.S. law or any applicable foreign law. Customer shall not use the Services in any embargoed country, sanctioned jurisdiction, or for any prohibited end use or prohibited end user.

33. Marketing Reference

Unless Customer objects in writing or the applicable order document states otherwise, ARVOS may identify Customer as a customer and may use Customer’s name and logo in customer lists, presentations, proposals, websites, and marketing materials. ARVOS shall not issue a detailed case study, press release, or public endorsement using Customer’s name without Customer’s prior written approval.

34. Disclaimer of Warranties

THE SERVICES, DEVICES, SOFTWARE, APPLICATIONS, NETWORK ACCESS, AI FEATURES, GPS FEATURES, RECORDING FEATURES, ANALYTICS, SUPPORT SERVICES, AND RELATED OFFERINGS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARVOS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, RELIABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

ARVOS does not warrant that the Services will meet Customer’s requirements, prevent unauthorized access, operate without interruption, preserve data, deliver communications, provide accurate location, provide accurate AI outputs, work with all devices, operate in all environments, or be suitable for any particular use.

35. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARVOS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, DEVICES, SOFTWARE, NETWORK ACCESS, AI FEATURES, GPS FEATURES, RECORDINGS, SUPPORT, PROFESSIONAL SERVICES, OR ANY RELATED MATTER SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ARVOS FOR THE AFFECTED SERVICES DURING THE FOUR (4) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARVOS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, TREBLE, OR ENHANCED DAMAGES; LOSS OF PROFITS; LOSS OF REVENUE; LOSS OF BUSINESS; LOSS OF GOODWILL; LOSS OF DATA; COST OF COVER; SUBSTITUTE SERVICES; BUSINESS INTERRUPTION; DEVICE FAILURE; SERVICE INTERRUPTION; FAILED COMMUNICATIONS; FAILED 911 OR EMERGENCY COMMUNICATIONS; INACCURATE LOCATION; AI ERRORS; RECORDING ERRORS; SECURITY INCIDENTS; THIRD-PARTY NETWORK FAILURES; OR DAMAGES ARISING FROM CUSTOMER’S OR USER’S USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ARVOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

36. Indemnification

Customer shall defend, indemnify, and hold harmless ARVOS, its affiliates, directors, officers, employees, contractors, agents, vendors, successors, and assigns from and against any and all claims, demands, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Customer’s or Users’ use of the Services; Customer Data; Customer communications; recording, monitoring, GPS tracking, AI use, images, files, or device management; Customer’s failure to provide notice or obtain consent; Customer’s violation of law; Customer’s breach of this Agreement; Customer’s misuse of the Services; unauthorized access caused by Customer; employment, labor, privacy, or workplace claims; public records or retention obligations; emergency communications; or Customer’s business operations, except to the extent caused by ARVOS’s willful misconduct.

37. Force Majeure

Except for Customer’s payment obligations, neither Party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, storm, pandemic, epidemic, labor disputes, civil unrest, terrorism, war, embargo, government action, regulatory action, power failures, internet failures, fiber cuts, cable cuts, cyberattacks, denial-of-service attacks, malware, network congestion, carrier outages, satellite outages, cloud provider outages, supply-chain delays, manufacturer delays, app store actions, or other events beyond reasonable control.

38. Dispute Resolution, Arbitration, Class Action Waiver, and Jury Waiver

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, Devices, software, applications, billing, privacy, data, security, recordings, location, AI features, support, or any related matter shall be resolved through binding individual arbitration, except that ARVOS may pursue collection of unpaid amounts, injunctive relief, or claims eligible for small claims court in a court of competent jurisdiction. Arbitration shall be administered by the American Arbitration Association under its applicable commercial arbitration rules, unless otherwise required by law, and shall take place in Santa Clara County, California.

The Parties agree that arbitration shall be conducted only on an individual basis and not as a class, collective, consolidated, mass, representative, or private attorney general action. Customer waives any right to participate in a class action, class arbitration, mass arbitration, consolidated action, representative action, or jury trial. The arbitrator shall enforce the limitations of liability and disclaimers in this Agreement. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

39. Governing Law and Venue

This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles. Subject to the arbitration provision, any permitted court proceeding shall be brought exclusively in the state or federal courts located in Santa Clara County, California, and Customer consents to personal jurisdiction and venue in such courts.

40. Notices and Electronic Communications

ARVOS may provide notices by email, portal notice, application notice, website posting, invoice message, written notice, electronic banner, in-app notification, or other electronic means using contact information associated with Customer’s account. Notices are deemed given when sent or posted, unless applicable law requires otherwise. Customer shall keep all contact information current.

Customer shall provide legal notices to ARVOS at IT Management Corporation d/b/a ARVOS, 3300 Central Expressway, Santa Clara, California 95051, with a copy by email to support@itmc.net or such other address as ARVOS may designate. Billing disputes must be submitted in accordance with the invoice dispute section.

Customer agrees that electronic signatures, electronic acceptance, click-through acceptance, online terms, electronic SOQs, electronic invoices, electronic notices, and electronic records are legally binding.

41. Assignment, Change of Control, and Transfer

Customer may not assign, transfer, delegate, or novate this Agreement, any SOQ, or any rights or obligations without ARVOS’s prior written consent. Any attempted assignment without consent is void. A change in Customer ownership, control, merger, reorganization, asset sale, or legal structure shall not reduce, extinguish, or modify Customer’s obligations, and the Agreement shall continue to bind Customer and its successors unless ARVOS agrees otherwise in writing.

ARVOS may assign this Agreement, any SOQ, receivables, rights, or obligations to an affiliate, successor, purchaser, lender, assignee, or acquirer of all or substantially all of its assets or business without Customer’s consent.

42. Modification of Terms

ARVOS may update or modify this Agreement, policies, service descriptions, online terms, or related documents from time to time due to regulatory changes, carrier changes, technology changes, security requirements, service changes, operational needs, legal requirements, or business changes. Unless a shorter period is required by law, security, carrier requirement, or regulatory need, revised terms will become effective thirty (30) days after posting or notice. Customer’s continued use of the Services after the effective date constitutes acceptance of the revised terms.

43. Severability, Waiver, No Third-Party Beneficiaries, and Entire Agreement

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Failure by either Party to enforce any provision shall not constitute a waiver of that provision or any other provision. This Agreement is for the benefit of the Parties and their permitted successors and assigns and does not create rights in any third party, except where platform providers such as Apple or Google are deemed third-party beneficiaries under their applicable terms.

This Agreement, together with all incorporated order documents, policies, EULAs, privacy terms, and service schedules, constitutes the complete and exclusive agreement between the Parties regarding the Services and supersedes all prior or contemporaneous proposals, discussions, representations, marketing materials, understandings, or agreements, whether written or oral.