Zirrus End User License Agreement (EULA)

1. Scope of Agreement

This Agreement governs Your use of:

• Zirrus-provided software applications (desktop, mobile, web-based)
• Hosted PBX and VoIP platforms
• Customer portals, provisioning tools, dashboards, APIs
• Firmware, updates, and related documentation
• Any third-party software provided or accessed through Zirrus services

This Agreement supplements, and does not replace, applicable Terms of Service, Service Agreements (Voice Service Agreement, VoIP Service Agreement, Mobile Service Agreement), Acceptable Use Policies, Emergency Calling Notices, or CPNI disclosures, which are incorporated by reference.

2. License Grant

Subject to Your compliance with this Agreement, Zirrus grants You a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely:

• For Your internal business purposes, and
• In connection with Zirrus-provided services.

No ownership rights are transferred.

3. Restrictions

You may not, and may not permit others to:

• Copy, modify, translate, or create derivative works of the Software
• Reverse engineer, decompile, or disassemble any portion of the Software
• Circumvent security, authentication, or usage controls
• Use the Software for unlawful, abusive, or fraudulent purposes
• Resell, sublicense, lease, or distribute the Software without Zirrus's written consent
• Use the Software to provide services competitive with Zirrus

Zirrus reserves the right to suspend or terminate access for violations of this Agreement.

4. User Responsibilities

You are responsible for:

• Maintaining the confidentiality of account credentials
• Ensuring authorized user compliance with this Agreement
• Providing accurate configuration and location information (including E911 data)
• Maintaining adequate power, internet connectivity, and compatible equipment
• Compliance with all applicable laws and regulations

You are responsible for all activity conducted under Your account.

You may not attempt to intercept, manipulate, simulate, redirect, or bypass Zirrus signaling, billing, authentication, or communication protocols.

5. Emergency Services and E911

Zirrus voice services are IP-based and subject to limitations. Emergency calling functionality is governed by the Zirrus Emergency Calling Notice, which is incorporated by reference.

You acknowledge that:

• Location information is not automatically conveyed in the same manner as traditional wireline 911
• Backup power and internet connectivity are required
• You must maintain alternative means of contacting emergency services

6. Third-Party Services

Certain features may rely on third-party providers (including carriers, emergency routing providers, app platforms, or APIs).

Zirrus:

• Does not control third-party systems
• Is not responsible for third-party service interruptions or failures
• Disclaims liability arising from third-party software or services

Use of third-party services may be subject to additional terms.

7. Updates and Modifications

Zirrus may:

• Update or modify Software features
• Deploy patches, bug fixes, and enhancements
• Make changes necessary for security, legal, or operational reasons

Continued use constitutes acceptance of updates.

8. Ownership and Intellectual Property

The Software and all related intellectual property are owned by Zirrus or its licensors.

All rights not expressly granted are reserved by Zirrus.

9. Data, Privacy, and CPNI

Zirrus collects and processes data in accordance with:

• Applicable privacy laws
• Zirrus Privacy Policy
• Customer Proprietary Network Information ("CPNI") disclosures

You authorize Zirrus to process, transmit, and store data necessary to provide the services.

10. Disclaimer of Warranties

THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZIRRUS DISCLAIMS ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• UNINTERRUPTED OR ERROR-FREE OPERATION

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• ZIRRUS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• ZIRRUS'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU TO ZIRRUS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM
• ZIRRUS IS NOT LIABLE FOR EMERGENCY SERVICE FAILURES, DATA LOSS, OR THIRD-PARTY SERVICES

12. Indemnification

You agree to indemnify and hold harmless Zirrus from claims arising from:

• Your misuse of the Software
• Violation of this Agreement
• Violation of law or third-party rights
• Content or data transmitted using the Services

13. Termination

This Agreement remains in effect until terminated.

Zirrus may terminate or suspend access immediately if:

• You breach this Agreement
• Required by law
• Services are discontinued

Upon termination, all licenses end and use must cease.

14. Governing Law and Venue

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict of law principles.

Subscriber and Provider agree to submit to the exclusive jurisdiction of the courts located within the state of North Carolina for purposes of entering any arbitration award hereunder or for any other litigation hereunder.

15. Entire Agreement

This Agreement, together with referenced policies and agreements, constitutes the entire agreement regarding the Software.

If any provision is held unenforceable, the remaining provisions remain in effect.

16. Acceptance Authority

You represent that:

• You are legally authorized to accept this Agreement
• If accepting on behalf of an entity, You have authority to bind that entity