Terms of Service

These Terms of Service (the "Terms") set forth the rules that govern your access to and use of the telecommunications, messaging, number, software, and related services (the "Services") offered by Skyetel LLC, a Florida limited liability company, and its affiliates and successors ("Skyetel"). By creating an account, activating any Service, clicking "I Accept," or otherwise using the Services, you ("you" or "Customer") accept and agree to abide by these Terms. If you do not agree, do not use the Services.

HOW THESE TERMS WORK

These Terms are not a negotiated agreement and do not require your signature. They are the conditions under which Skyetel makes the Services available. Your continued use of the Services confirms that you accept these Terms as they may be updated from time to time. If you are accessing the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and references to "you" and "Customer" mean that entity.

Skyetel may update these Terms at any time in accordance with Section 19. The current version is always posted at https://www.skyetel.com/terms-and-conditions (or a successor URL).

IMPORTANT DISCLOSURES — PLEASE READ CAREFULLY

1. DEFINITIONS

"Account" means your Skyetel account, together with all associated users, sub-accounts, telephone numbers, trunks, endpoints, and related configurations.

"Administrator" means the individual you designate with administrative authority over the Account, including authority to add users, port numbers, change billing information, and accept updates to these Terms on your behalf.

"Affiliate" means any entity that controls, is controlled by, or is under common control with Skyetel, where "control" means ownership of fifty percent (50%) or more of the voting interests.

"CPNI" means Customer Proprietary Network Information as defined in Section 222 of the Communications Act of 1934, 47 U.S.C. § 222, and the FCC's implementing regulations at 47 C.F.R. § 64.2001 et seq.

"Customer Content" means any content, data, voice traffic, SMS/MMS messages, recordings, or other materials transmitted, stored, or processed by you through the Services.

"Minimum Monthly Charge" has the meaning set forth in Section 4.2.

"Services" means Skyetel's voice, SMS/MMS, telephone number, number-porting, E911, and related telecommunications and software services made available through the Skyetel portal and APIs, as modified from time to time.

"Telephone Number" or "TN" means any telephone number assigned to, acquired for, or ported into the Account.

"Terms" means this document, as updated from time to time.

2. ELIGIBILITY, ACCOUNT ADMINISTRATION & AUTHORIZATION

2.1 Eligibility.

You represent and warrant that (a) you have the legal capacity to accept these Terms under the laws of your jurisdiction, (b) you are not currently in default under any prior arrangement with Skyetel, (c) you are not located in, nor a citizen or resident of, any country or region subject to U.S. economic sanctions administered by the Office of Foreign Assets Control ("OFAC") or identified on the U.S. Specially Designated Nationals and Blocked Persons List, and (d) all information you provide during registration is accurate, current, and complete, and you will maintain and promptly update such information.

2.2 Administrator Authority.

Your Administrator has full authority to act on your behalf with respect to these Terms and the Account, including authority to add or remove users, initiate or authorize number ports (inbound and outbound), modify billing and payment instruments, upgrade or downgrade service tiers, and accept updates to these Terms. You are solely responsible for all acts and omissions of your Administrator and users.

2.3 Port-Out PIN & Account Security.

To protect against unauthorized number porting and SIM-swap attacks, you must establish and maintain a Port-Out PIN and credentials of appropriate strength. You are responsible for all activity occurring under your credentials and must notify Skyetel immediately upon any suspected compromise at security@skyetel.com.

3. SERVICES; SCOPE; SERVICE CHANGES

3.1 Scope of Service.

Skyetel provides the Services described in your selected plan tier, Service Order, or the Skyetel portal. Skyetel does not guarantee the availability, functionality, or compatibility of any third-party service, carrier, software, or hardware used in connection with the Services.

3.2 Service Changes.

Skyetel may modify, add, discontinue, or restrict features of the Services at any time upon thirty (30) days' prior notice, which may be provided by email to the address on file or by conspicuous posting on the Skyetel customer portal. Continuing to use the Services after the effective date of the change means you accept it. Emergency changes required by law, regulatory directive, or to address a security or service-integrity threat may be made without prior notice.

3.3 Beta and Preview Services.

From time to time, Skyetel may make available beta, alpha, pilot, or preview features (collectively, "Beta Services"). Beta Services are provided "AS IS," without any warranty or service-level commitment, and may be modified, withdrawn, or discontinued at any time without notice or liability. The Service Level commitment in Section 5 does not apply to Beta Services.

4. BILLING & PAYMENT

4.1 Prepaid Balance; Auto-Recharge.

The Services are offered on a prepaid basis. You must maintain a positive Account balance at all times. When the Account balance falls below the threshold you select (or Skyetel's default threshold if none is selected), Skyetel will automatically charge the payment method on file to replenish the balance. All fees paid are non-refundable except as expressly stated in these Terms or as required by applicable law.

4.2 Minimum Monthly Recurring Charge.

Notwithstanding any other provision of these Terms, each active Account is subject to a minimum monthly recurring charge of TWENTY-FIVE DOLLARS ($25.00 USD), or such higher amount as designated in your service order or selected plan tier (the "Minimum Monthly Charge"), exclusive of applicable taxes, regulatory fees, surcharges, and pass-through costs. The Minimum Monthly Charge applies regardless of actual service usage and is assessed on the first (1st) day of each calendar month, or on the Account's monthly billing anniversary date as designated at enrollment, for so long as the Account remains active.

4.3 Application of the Minimum Monthly Charge.

(a) If your aggregate monthly usage charges for a billing cycle equal or exceed the Minimum Monthly Charge, no separate minimum charge applies for that cycle, and you will be billed only for actual usage and associated fees. (b) If your aggregate monthly usage charges for a billing cycle are less than the Minimum Monthly Charge, you will be billed the full Minimum Monthly Charge in lieu of usage charges. Any difference between the Minimum Monthly Charge and actual usage is deemed fully earned by Skyetel, is NON-REFUNDABLE, and will not carry forward or create any credit balance for future cycles.

4.4 Automatic Debit Authorization.

By activating an Account and maintaining it in active status, you authorize Skyetel, its affiliates, and its authorized payment processors to automatically debit, charge, or withdraw the Minimum Monthly Charge, together with all usage charges, taxes, surcharges, late fees, and other amounts owed, from the payment method on file — including credit card, debit card, bank account (via ACH), or other electronic payment instrument. This is a continuing authorization that remains in effect until (a) your Account is closed in accordance with Section 4.9 and (b) all outstanding balances are paid in full. You represent and warrant that you are the authorized holder of the payment method and have full authority to authorize recurring charges against it.

4.5 Auto-Renewal Disclosure (State-Specific Compliance).

This Section 4.5 is intended to comply with Section 17602 of the California Business and Professions Code, New York General Business Law § 527-a, Oregon Revised Statutes § 646A.295, 815 Illinois Compiled Statutes § 601/et seq., Vermont 9 V.S.A. § 2454a, and similar state "automatic-renewal" statutes.

(a) Automatic-Renewal Offer. Your Account is subject to the continuously recurring Minimum Monthly Charge described in Section 4.2. (b) Recurring Charge Amount. Twenty-Five Dollars ($25.00 USD) per month, or the higher plan-tier amount selected at enrollment, exclusive of taxes and regulatory fees. (c) Length of Renewal Term. Month-to-month, renewing automatically on the first day of each calendar month or the monthly anniversary date, whichever applies. (d) Cancellation. You may cancel at any time in accordance with Section 4.9. (e) Changes. Skyetel will provide at least thirty (30) days' advance notice of any material change to the Minimum Monthly Charge, and the recurring charge will not be increased without your affirmative consent where required by applicable state law. (f) Free Trials / Promotional Pricing. If your Account was activated with a free trial or promotional rate, upon expiration of the trial or promotional period the Minimum Monthly Charge will automatically begin to accrue.

4.6 Billing Dispute Window.

If you believe an amount has been billed in error, you must provide written notice of the dispute to billing@skyetel.com within thirty (30) days after the disputed charge first appears on your invoice or Account statement. Failure to provide timely written notice constitutes an irrevocable waiver of the dispute and acceptance of the charge as valid. During the pendency of a good-faith billing dispute, you must pay all undisputed amounts by their due date.

4.7 Late Fees, Failed Payments & Collection.

In the event any automatic debit is declined, reversed, charged back, or fails for any reason, Skyetel may, at its sole discretion: (a) re-attempt the debit against the payment method on file or any substitute payment method; (b) suspend, restrict, or terminate Services; (c) assess a returned-payment fee of Twenty-Five Dollars ($25.00) or the maximum permitted by applicable law, whichever is lower; (d) impose interest on past-due balances at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law; and (e) refer the delinquent balance to a third-party collection agency. You remain liable for all amounts owed, together with reasonable collection costs and attorneys' fees.

4.8 Taxes, Regulatory Fees, Surcharges.

All fees are exclusive of federal, state, local, and foreign taxes, duties, levies, regulatory fees, Universal Service Fund contributions, and similar governmental or regulatory charges (collectively, "Taxes"). You are responsible for all Taxes associated with your use of the Services, other than Taxes imposed on Skyetel's net income. If Skyetel is required to collect Taxes, Skyetel will itemize such Taxes on your invoice.

4.9 Cancellation.

You may close your Account and terminate the obligation to pay future Minimum Monthly Charges at any time by: (a) submitting a cancellation request through the Skyetel customer portal; or (b) sending written notice to billing@skyetel.com. Cancellation is effective at the end of the then-current billing cycle; you remain liable for the Minimum Monthly Charge and all usage charges through the effective date of cancellation. No proration, partial refund, or credit is issued for unused portions of any billing period.

4.10 Dormant Account Credits.

Any remaining Account credit balance not used within one hundred eighty (180) days after the Account becomes inactive is forfeited, except as otherwise required by applicable unclaimed-property or escheatment law.

5. SERVICE LEVEL AGREEMENT (SLA)

5.1 Uptime Commitment.

Skyetel commits to a monthly availability target of 99.9% for the core Services, measured as the percentage of minutes during the calendar month during which the core Services are available, excluding (a) scheduled maintenance windows, (b) emergency maintenance, (c) force majeure events, (d) third-party carrier, network, or software failures outside Skyetel's reasonable control, (e) Customer-caused outages, (f) outages attributable to Customer equipment, configurations, or CPE, and (g) Beta Services.

5.2 Service Credits.

If Skyetel fails to meet the uptime commitment in a given calendar month, your sole and exclusive remedy is a service credit calculated as a percentage of the Minimum Monthly Charge for that month, capped at a credit equal to thirty (30) days of Minimum Monthly Charges. Credits apply to future invoices and are not redeemable for cash. You must submit a written service-credit claim to billing@skyetel.com within thirty (30) days after the end of the month in which the alleged failure occurred; claims submitted after this window are waived.

6. NUMBER PORTING AND LOA AUTHORIZATION

6.1 Port-In Authorization.

You authorize Skyetel to act as your agent for purposes of porting Telephone Numbers to and from Skyetel's network. You represent and warrant that you have lawful authority over each Telephone Number you submit for porting and that all Letter of Authorization ("LOA") submissions, porting requests, and related documents are accurate and authorized. You will indemnify, defend, and hold Skyetel harmless against any claim, loss, fine, or regulatory penalty arising from an unauthorized, inaccurate, or fraudulent LOA or port request.

6.2 Port-Out.

Skyetel will cooperate with valid port-out requests from other carriers in accordance with applicable FCC rules and industry standards. A valid Port-Out PIN is required to authenticate outbound port requests. Skyetel is not liable for delays or denials caused by the losing or gaining carrier, the number administrator, or by incomplete or inaccurate port documentation.

7. ACCEPTABLE USE AND COMPLIANCE

7.1 General Prohibitions.

You shall not use the Services to: (a) violate any federal, state, local, or foreign law; (b) transmit content that is unlawful, fraudulent, defamatory, obscene, harassing, or infringing; (c) transmit unsolicited commercial messages or bulk communications in violation of applicable law; (d) circumvent or attempt to circumvent any technical or security measure; (e) reverse-engineer, disassemble, or derive source code from any component of the Services; (f) impersonate any person or entity or misrepresent your affiliation; (g) engage in gambling operations not expressly authorized; (h) engage in any activity that Skyetel reasonably determines poses a risk of regulatory, financial, or reputational harm; or (i) disclose any non-public pricing, technical specifications, security measures, system architecture, or other confidential information of Skyetel that you learn through your use of the Services, except to your own employees and advisors on a need-to-know basis who are bound by equivalent confidentiality obligations.

7.2 TCPA, Robocall & Autodialer Compliance.

You are solely responsible for compliance with the Telephone Consumer Protection Act, 47 U.S.C. § 227, and its implementing regulations; the Telemarketing Sales Rule, 16 C.F.R. Part 310; the CAN-SPAM Act; and all federal, state, and foreign laws governing telemarketing, autodialing, pre-recorded messages, and text messaging. You represent and warrant that you have obtained all legally required consents (including, where applicable, prior express written consent) before placing any call or sending any message to or from any Telephone Number, and will maintain records evidencing such consent for at least five (5) years. You will indemnify, defend, and hold Skyetel harmless against all claims, damages, penalties, and legal fees arising from your violation of this Section 7.2, including statutory damages under the TCPA.

7.3 STIR/SHAKEN Attestation.

The FCC requires originating carriers to attest to the validity of caller identification information. With respect to every call originated through the Services, you represent and warrant that (a) you are authorized to use the calling party's Telephone Number, (b) the calling party information is accurate and not misleading, and (c) you have a legitimate business reason for originating the call. Skyetel will assign a STIR/SHAKEN attestation level (A, B, or C) based on this representation and the applicable technical standards. You will cooperate with all reasonable Skyetel requests for documentation supporting your use of Telephone Numbers.

7.4 10DLC SMS / CTIA Compliance.

Commercial application-to-person (A2P) SMS/MMS traffic in the United States must be registered through The Campaign Registry or an equivalent industry framework. You shall (a) register each brand and campaign before sending A2P messages, (b) comply with all Cellular Telecommunications Industry Association (CTIA) messaging principles and best practices, and (c) promptly honor all STOP, UNSUBSCRIBE, and equivalent opt-out requests. You are liable for all carrier-imposed fines, rejection fees, or suspension charges resulting from unregistered, non-compliant, or filtered traffic.

7.5 International Use, IRSF & Toll-Fraud Allocation.

You acknowledge that international and premium-rate destinations present heightened risk of International Revenue Sharing Fraud ("IRSF") and similar toll-fraud schemes. Skyetel may, in its sole discretion, (a) disable international calling by default, (b) impose daily or monthly dollar limits, (c) require you to opt in to specific destination groups, and (d) immediately suspend traffic Skyetel reasonably suspects to be fraudulent. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU ARE FULLY LIABLE FOR ALL USAGE CHARGES INCURRED THROUGH YOUR ACCOUNT, INCLUDING USAGE RESULTING FROM COMPROMISED CREDENTIALS, UNAUTHORIZED USE, OR TOLL FRAUD, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY SKYETEL'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7.6 Enforcement; Suspension; Termination.

Material breach of this Section 7 is grounds for immediate suspension or termination of the Services without refund. Skyetel may also notify law enforcement or regulatory authorities and cooperate with any investigation. You agree that monetary damages are an insufficient remedy for a violation of this Section 7 and that Skyetel is entitled to seek equitable relief, including injunctive relief, without the necessity of posting a bond.

8. EMERGENCY SERVICES (E911)

8.1 E911 Not Automatic.

SKYETEL VOICE SERVICES DO NOT AUTOMATICALLY PROVIDE 911 OR E911 FUNCTIONALITY. You must affirmatively provision E911 for each applicable Telephone Number and register an accurate Registered Location (physical street address) for each endpoint. Skyetel requires at least thirty (30) days' prior notice and receipt of a validated address to activate E911 service.

8.2 Limitations and Risks.

You acknowledge that (a) 911/E911 calls may not function, or may not reach the correct Public Safety Answering Point (PSAP), if the Registered Location is inaccurate, if the endpoint is moved, if network or power is unavailable, if internet connectivity is lost, or if the Service is suspended; and (b) you are responsible for notifying all users of the Services of these limitations and for providing alternative means of reaching emergency services.

8.3 E911 Indemnification.

To the fullest extent permitted by law, you will indemnify, defend, and hold harmless Skyetel, its affiliates, and their respective officers, directors, employees, and agents from and against any claim, demand, suit, or proceeding arising from or relating to the absence, failure, outage, or malfunction of 911, E911, or emergency-services functionality in connection with the Services, other than claims directly caused by Skyetel's gross negligence or willful misconduct.

9. CUSTOMER PROPRIETARY NETWORK INFORMATION (CPNI)

Skyetel handles CPNI in accordance with Section 222 of the Communications Act, 47 U.S.C. § 222, and the FCC's CPNI rules at 47 C.F.R. § 64.2001 et seq. Except as required for provisioning, billing, collection, service assurance, legal process, or as otherwise permitted or required by applicable law, Skyetel will not use, disclose, or permit access to your CPNI without first obtaining your opt-in or opt-out consent, as required by law. You may modify CPNI consent preferences by contacting cpni@skyetel.com or through the Skyetel customer portal. A copy of Skyetel's annual CPNI compliance certification is available upon request.

10. PRIVACY, DATA RETENTION & LAW ENFORCEMENT

10.1 Privacy Policy.

Skyetel's Privacy Policy, available at https://www.skyetel.com/privacy-policy, is incorporated by reference and governs how Skyetel collects, uses, and discloses your personal information. The Privacy Policy describes the categories of personal information Skyetel collects, how such information is used and disclosed, and the rights available to you under applicable privacy laws, including the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Texas Data Privacy and Security Act (TDPSA), and similar state privacy laws.

10.2 Data Retention.

Skyetel retains Call Detail Records ("CDRs"), SMS/MMS metadata, billing records, and other Account-related information for so long as reasonably necessary for the purposes for which collected, including compliance with legal, tax, accounting, audit, and regulatory obligations. Voice call content is not recorded or retained by Skyetel except where expressly requested by you through a Skyetel feature or where required by law.

10.3 Subpoena and Legal Process.

Skyetel may disclose Account information, CPNI, CDRs, message metadata, or other Customer data in response to a lawful subpoena, court order, search warrant, or other binding legal process, and may also disclose information to prevent fraud, protect the rights or safety of Skyetel or others, or as otherwise permitted or required by law. Except where prohibited by law, Skyetel will provide you with reasonable notice of any compelled disclosure so that you may seek a protective order or other appropriate relief.

10.4 CALEA.

Skyetel complies with the Communications Assistance for Law Enforcement Act, 47 U.S.C. § 1001 et seq. (CALEA). You acknowledge that Skyetel may be required to assist law enforcement with lawfully authorized intercepts and access to call-identifying information.

10.5 Skyetel Confidential Information.

Skyetel's non-public pricing, technical specifications, security measures, and similar proprietary information may become known to you through use of the Services. You shall not disclose such information except as permitted in Section 7.1(i). This Section 10.5 does not create any affirmative obligation on Skyetel with respect to your information beyond what is expressly stated in the Privacy Policy and Sections 9 and 10.

11. INTELLECTUAL PROPERTY

11.1 Skyetel IP.

Skyetel and its licensors retain all right, title, and interest in and to the Services, the Skyetel portal, APIs, software, documentation, and all related technology and intellectual property (collectively, "Skyetel IP"). No rights are granted to you except as expressly set forth in these Terms.

11.2 Limited Right to Use.

Subject to these Terms, Skyetel grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your lawful internal business purposes. You shall not (a) reverse-engineer, decompile, disassemble, or derive source code from any Skyetel software; (b) remove or obscure any proprietary notice; (c) sublicense, resell, rent, or time-share the Services except as expressly permitted in Section 16; (d) use the Services to build a competing product; or (e) permit any third party to do any of the foregoing.

11.3 Feedback.

Any suggestions, ideas, enhancement requests, feedback, or recommendations you provide to Skyetel regarding the Services ("Feedback") are the property of Skyetel. You assign to Skyetel all right, title, and interest in such Feedback, and Skyetel may use and exploit such Feedback without restriction or obligation.

11.4 Trademarks.

"Skyetel," the Skyetel logo, and other Skyetel marks are trademarks of Skyetel LLC. You shall not use any Skyetel mark without Skyetel's prior written consent.

12. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION

12.1 Warranty Disclaimer.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND SKYETEL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. SKYETEL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT TRANSMITTED WILL BE SECURE OR NOT LOST OR ALTERED.

12.2 Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, SKYETEL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO SKYETEL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) TEN THOUSAND DOLLARS ($10,000 USD). IN NO EVENT SHALL SKYETEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF SKYETEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS DO NOT APPLY TO (I) YOUR PAYMENT OBLIGATIONS, (II) YOUR INDEMNIFICATION OBLIGATIONS, (III) YOUR BREACH OF SECTIONS 7 (ACCEPTABLE USE) OR 11 (IP), OR (IV) LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12.3 Indemnification.

You will defend, indemnify, and hold harmless Skyetel, its affiliates, and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all third-party claims, suits, proceedings, demands, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from or related to (a) your use of the Services; (b) Customer Content; (c) your breach of these Terms or violation of applicable law; (d) any TCPA, STIR/SHAKEN, 10DLC, or other telecommunications-compliance claim; (e) any LOA, porting, or number-authorization dispute; (f) any 911/E911 failure; (g) toll fraud or IRSF arising through your Account; or (h) any claim that Customer Content infringes or misappropriates the rights of a third party. Skyetel will promptly notify you of any claim for which indemnification is sought and cooperate reasonably with your defense, at your expense. Skyetel reserves the right to participate in its own defense with counsel of its choice at its own expense, and to assume sole control of the defense and settlement of any claim that involves Skyetel's intellectual property, reputation, or regulatory standing.

13. FORCE MAJEURE

Skyetel is not liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including, without limitation: acts of God; natural disasters; war, terrorism, civil unrest, or insurrection; pandemic, epidemic, or public-health emergency; governmental or regulatory action; labor disturbance or strike; telecommunications, internet, or third-party carrier outage; cyberattack, denial-of-service attack, or ransomware event; power or utility failure; or failure of a third-party vendor or supplier (each, a "Force Majeure Event"). Your obligation to pay amounts owed is not excused by a Force Majeure Event. If a Force Majeure Event continues for more than thirty (30) consecutive days, either you or Skyetel may terminate the affected Services upon written notice.

14. DISPUTE RESOLUTION; ARBITRATION; GOVERNING LAW

14.1 Governing Law.

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles, and, to the extent applicable, the laws of the United States.

14.2 Informal Dispute Resolution.

Before initiating any arbitration or lawsuit, you or Skyetel (whichever is initiating) must first send a written notice describing the dispute to the other side's designated notice address (for Skyetel: legal@skyetel.com; for you: the email address on file) and give the recipient sixty (60) days to attempt a good-faith resolution. Failure to comply with this Section 14.2 may result in the non-complying side being held liable for the other side's reasonable fees and costs.

14.3 Binding Arbitration.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a "Dispute") that is not resolved through informal dispute resolution shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (and, where applicable, the AAA Consumer Arbitration Rules). The arbitration shall be conducted before a single arbitrator in Boca Raton, Florida, or, at your option, by telephonic or video hearing. The arbitrator may award any remedy available in a court of competent jurisdiction, but shall not have authority to award relief inconsistent with these Terms.

14.4 Class Action Waiver.

YOU AND SKYETEL EACH WAIVE THE RIGHT TO ASSERT OR PARTICIPATE IN ANY CLAIM AGAINST THE OTHER AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator shall not consolidate multiple claimants' claims or preside over any form of representative proceeding. If this Section 14.4 is held unenforceable with respect to a particular claim, that claim shall be severed from the arbitration and adjudicated in court, but this Section 14.4 shall otherwise remain in full force and effect.

14.5 Batch Arbitration Procedure.

If twenty-five (25) or more individual arbitration demands are filed by or on behalf of claimants represented by the same or coordinated counsel, or involving substantially the same subject matter, within a sixty (60)-day period, all such demands shall be administered as a single coordinated "Batch," proceeding as follows: (a) the initial Batch shall consist of ten (10) "bellwether" cases, five (5) selected by each side; (b) only the bellwether cases shall proceed to arbitration in the initial phase; (c) following the bellwether phase, the parties to the Batch shall engage in good-faith mediation before proceeding with the remaining Batch demands; (d) filing fees and arbitrator compensation for the Batch shall be allocated as the arbitrator directs. This Section 14.5 is intended to promote efficient resolution of mass claims while preserving each claimant's substantive rights.

14.6 30-Day Opt-Out Right.

You may opt out of the arbitration and class-waiver provisions of this Section 14 by sending a written opt-out notice to arbitration-optout@skyetel.com within thirty (30) days after first accepting these Terms. The notice must include your name, Account number, and an unambiguous statement that you elect to opt out of arbitration. A timely opt-out does not affect any other provision of these Terms.

14.7 Jury Trial Waiver; Attorneys' Fees.

To the fullest extent permitted by law, you and Skyetel each waive any right to a trial by jury in any action not subject to arbitration. In any action, arbitration, or proceeding to enforce these Terms, the prevailing side is entitled to recover its reasonable attorneys' fees and costs.

15. DURATION; TERMINATION; SURVIVAL

15.1 Duration.

These Terms apply from the moment you first use the Services and continue in effect until your Account is closed, whether by you or by Skyetel. These Terms do not have a fixed term and do not require renewal.

15.2 Closing Your Account.

You may close your Account at any time in accordance with Section 4.9. You remain liable for all Minimum Monthly Charges and usage charges incurred through the effective date of cancellation.

15.3 Suspension or Termination by Skyetel.

Skyetel may suspend or terminate your access to the Services and close your Account immediately, and without refund, upon (a) your material breach of these Terms, (b) your non-payment of any undisputed amount when due, (c) your violation of Section 7 (Acceptable Use), (d) any legal, regulatory, or law-enforcement requirement, or (e) your bankruptcy, insolvency, or assignment for the benefit of creditors. Skyetel may also terminate your access to the Services for any other reason upon thirty (30) days' prior notice.

15.4 Effect of Termination.

Upon termination or closure of your Account: (a) all rights granted to you cease; (b) Telephone Numbers not ported out within thirty (30) days may be reclaimed; (c) all amounts owed become immediately due and payable; and (d) Skyetel may delete Customer Content subject to Section 10.2 (Data Retention) and applicable legal-hold obligations.

15.5 Survival.

The following Sections survive termination or closure of your Account: Section 4 (outstanding amounts), Section 7 (Acceptable Use), Section 10 (Privacy, Data Retention & Law Enforcement), Section 11 (IP), Section 12 (Warranty Disclaimer, Limitation of Liability, Indemnification), Section 14 (Dispute Resolution), Sections 15.4 and 15.5, Section 17 (Export Controls), Section 19 (Changes to These Terms), and Section 20 (Miscellaneous), together with any other provision that by its nature should survive.

16. RESELLER TERMS (IF APPLICABLE)

If you resell or repackage the Services to end users ("Reseller End Users"), you shall: (a) enter into a written agreement with each Reseller End User containing terms at least as protective of Skyetel as these Terms, including Sections 7, 8, 11, and 12; (b) be solely responsible for all billing, customer service, regulatory compliance, and indemnification obligations owed to Reseller End Users; (c) remain primarily liable to Skyetel for all acts and omissions of Reseller End Users; (d) not represent to any Reseller End User that you are an agent, partner, or franchisee of Skyetel; and (e) comply with all carrier-of-record and customer-of-record obligations under applicable law.

17. EXPORT CONTROLS AND SANCTIONS

The Services, and any software, data, or technology exchanged through the Services, are subject to U.S. export-control and sanctions laws, including the Export Administration Regulations (15 C.F.R. Parts 730–774) and the regulations administered by OFAC. You represent and warrant that (a) neither you nor any of your principals, directors, officers, employees, or end users is on any U.S. government restricted-party list (including the SDN List, Entity List, or Denied Persons List); (b) you will not use the Services in, or export or re-export them to, any embargoed or sanctioned country, region, or person; and (c) you will comply with all applicable export-control and sanctions laws.

18. ELECTRONIC NOTICES AND ELECTRONIC ACCEPTANCE

18.1 Consent to Electronic Notices.

You consent to receive all notices, disclosures, updates to these Terms, and other communications from Skyetel ("Communications") electronically, by email to the address on file or by conspicuous posting to the Skyetel customer portal. Communications delivered electronically are deemed received on the date sent by Skyetel, whether or not actually opened or reviewed.

18.2 No Signature Required.

These Terms do not require your signature. Your click-to-accept, activation of an Account, or continued use of the Services constitutes your acceptance of these Terms and of all authorizations contained in them (including the recurring-payment authorization in Section 4.4), and satisfies the writing and signature requirements of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), the Uniform Electronic Transactions Act, and similar federal and state electronic-transactions laws. For recurring ACH debits, your electronic acceptance also satisfies the authorization requirements of the NACHA Operating Rules.

18.3 Right to Withdraw Consent; Paper Copies.

You may withdraw consent to electronic Communications by giving written notice to billing@skyetel.com. Withdrawal of consent may result in closure of your Account. Upon written request and payment of a reasonable administrative fee, Skyetel will provide a paper copy of these Terms or of specific Communications.

19. CHANGES TO THESE TERMS

Skyetel may update these Terms at any time. Material changes will be posted at https://www.skyetel.com/terms-and-conditions (or a successor URL) and noticed by email to the address on file at least thirty (30) days before the effective date, or such longer period as required by applicable law. Non-material changes, clarifications, or changes required by law may take effect without prior notice. Continuing to use the Services on or after the effective date of any update means you accept the updated Terms. If you do not agree to a material change, your sole remedy is to close your Account in accordance with Section 4.9 before the effective date.

20. MISCELLANEOUS

20.1 Complete Statement of Terms.

These Terms, together with the Privacy Policy and any Service Order you have accepted, are the complete statement of the rules governing your use of the Services and supersede any prior communications, proposals, or summaries regarding the Services.

20.2 Assignment.

You may not assign or transfer these Terms or your Account, in whole or in part, without Skyetel's prior written consent. Skyetel may assign these Terms, in whole or in part, without consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

20.3 Severability.

If any provision of these Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, (a) that provision will be modified to the minimum extent necessary to make it enforceable while preserving the original intent, and (b) all other provisions remain in full force and effect.

20.4 No Waiver.

Skyetel's failure or delay in enforcing any provision of these Terms does not waive that or any other provision. Any waiver must be in writing and signed by Skyetel.

20.5 No Third-Party Beneficiaries.

These Terms are for your benefit and Skyetel's benefit only. No third party has any rights or remedies under these Terms.

20.6 Headings; Construction.

Section headings are for convenience only and do not affect interpretation. The words "include," "includes," and "including" are deemed to be followed by "without limitation." These Terms shall not be construed against Skyetel as drafter.

20.7 Order of Precedence.

In the event of conflict among (a) a mutually signed written Service Order, (b) these Terms, and (c) the Privacy Policy, the order of precedence is (a), (b), (c), except that these Terms control with respect to your payment obligations, Acceptable Use, IP, and dispute resolution unless expressly modified by a signed Service Order.

20.8 Contact.

General: support@skyetel.com. Billing: billing@skyetel.com. Security: security@skyetel.com. Legal / Notices: legal@skyetel.com. CPNI: cpni@skyetel.com. Arbitration Opt-Out: arbitration-optout@skyetel.com.