Pilot Global Technologies

Terms and Conditions

Pilot Services, LLC d/b/a Pilot Global Technologies

These Terms and Conditions apply to all communications, connectivity, network infrastructure, deployment, managed network, continuity and professional services, and related equipment and deliverables (“Services”), provided by Pilot Services, LLC, doing business as Pilot Global Technologies (“PGT”), and any affiliated entity identified in the applicable Service Order.

PGT serves as Client’s primary communications and connectivity services partner and may act as the central point of accountability for the Services, including coordination of service delivery, escalation and resolution activities, as described in the applicable Service Order.

The Agreement. Client purchases Services by signing a PGT Service Agreement (the “Service Agreement”) and one or more Service Orders. A “Service Order” is any executed quote, statement of work (“SOW”), pricing exhibit, service schedule, electronic acceptance, renewal or other ordering document that references the Service Agreement or these Terms and Conditions. The Service Agreement, each Service Order, these Terms and Conditions (including the Acceptable Use Policy in Section 5), any Service-specific addendum and service level agreement, and any amendments signed by both Parties together form the agreement between PGT and Client (the “Agreement”).

Order of Precedence. If documents that make up the Agreement conflict, the order of precedence in Section 1.4 of the Service Agreement controls, including the requirements in that Section for a Service Order to modify these Terms and Conditions.

Changes to These Terms. PGT may update these Terms and Conditions only as provided in Section 1.3 of the Service Agreement. Changes required by law or regulation are also subject to Section 22.14.

Definitions. “Client” means the customer named on the Service Agreement or Service Order. “Equipment” means all equipment, hardware, firmware and software PGT provides, sells, rents or installs, including customer premises equipment (“CPE”). “Premises” means any Client property or site where Services are delivered or Equipment is installed. “Service Term” means, for each Service, its initial term and any Renewal Term as set out in Section 4 of the Service Agreement and the applicable Service Order. “Parties” means PGT and Client. Capitalized terms not defined in these Terms and Conditions have the meanings given in the Service Agreement.

1. Service Framework and Accountability

1.1 Service Categories. PGT may provide one or more of the following service categories, described further in Section 2:

• Communications Services
• Connectivity Services
• Network Infrastructure Services
• Deployment Services
• Managed Services
• Business Continuity Services
• Professional Services

The specific Services purchased by Client will be identified in the applicable Service Order.

1.2 Primary Point of Accountability. PGT serves as Client’s primary point of accountability for the Services identified in the applicable Service Order. Where Services involve multiple technologies, carriers, vendors, locations, circuits, service providers or infrastructure components, PGT may coordinate service delivery, troubleshooting, escalation, communication and resolution on Client’s behalf. PGT’s role as the accountable service partner does not give PGT ownership or control of third-party services, carrier networks, Client systems or Client-owned assets.

1.3 Lifecycle Management. Where applicable, PGT may provide ongoing monitoring, administration, maintenance, support, carrier coordination, service reviews, deployment management and related lifecycle activities for the purchased Services, as further described in Section 8. The specific scope of lifecycle management services will be defined in the applicable Service Order.

1.4 Client Responsibilities. Client remains responsible for its internal business operations, applications and software platforms, end-user devices, Client-owned infrastructure, data management and retention, physical site access, and regulatory obligations applicable to Client’s business, unless a Service Order expressly identifies an item as a PGT responsibility. Section 4 sets out Client’s responsibilities in more detail.

1.5 Third-Party Providers. Certain Services may rely on third-party carriers, service providers, cloud providers, utility providers, equipment manufacturers and technology vendors. PGT may coordinate and manage interactions with those providers as part of the Services. However, PGT does not guarantee the performance of third-party services outside its direct control, and Client acknowledges that PGT may be reselling services provided by one or more third parties. Where third-party software or services are subject to the provider’s end user license agreement (“EULA”) or terms, Client is bound by those terms.

2. Service Categories

The table below lists the Services in each category. The terms that follow apply to the Services in that category in addition to the rest of the Agreement.

Category	Services
Communications	Hosted Voice (including UCaaS and hosted PBX), SIP Trunking, Contact Center, video conferencing, Agents, and application integrations
Connectivity	Fiber, Broadband, Wi-Fi, Fixed Wireless (point-to-point and point-to-multipoint), LTE/5G
Network Infrastructure	SD-WAN, Managed Routing, Managed Switching, Managed Wireless (indoor, outdoor and industrial mesh Wi-Fi)
Deployment	Structured cabling, technology rollouts, field installation, equipment procurement, staging and configuration, network upgrades and clean-up, onsite break-fix
Managed	Network Operations Center (NOC) monitoring and management, 24×7 help desk, managed firewall and security, network analytics and reporting, infrastructure as a service (IaaS), Internet of Things (IoT)
Business Continuity	Failover, Redundancy, Carrier Diversity, POTS replacement
Professional	Network engineering and design, project management, site surveys and audits, break-fix, dedicated resources

2.1 Communications Services.

(a) Voicemail and Transcription. Voicemail audio files are stored until deleted by the user; a copy of the audio and its transcription is retained for up to seventy-two (72) hours. PGT may change storage practices and limits at any time and has no liability for deletion of, or failure to store, voicemails or transcriptions. Where a message cannot be transcribed (for example because of noise, poor connection, language or content), PGT will typically send the audio without a transcription. PGT is not responsible for errors or omissions in transcriptions, even if caused by negligence, or for undelivered messages due to an incorrect or non-working email address. Client is responsible for keeping its email address current and its passwords confidential.

(b) Directory Listing. On Client’s written request, PGT will seek to arrange a one-line standard listing of Client’s telephone number in the local directory. Because the directory is published by a third party, PGT is not liable for omitted or erroneous listings.

(c) Contact Center. Client is responsible for configuring queues, routing, scripts and agent access; for obtaining any required third-party licenses; and for complying with laws that apply to its contact center operations, including call recording consent, telemarketing and Telephone Consumer Protection Act rules, do-not-call requirements and consumer privacy laws. Contact center reporting and analytics are provided for Client’s internal use.

(d) Teams, Video and Integrations. Video conferencing and integrations with third-party applications (such as CRM, POS, third-party AI systems, property management or hospitality systems) depend on third-party platforms and licenses that Client must obtain and maintain. PGT is not responsible for changes to, or outages of, third-party platforms or APIs, and may modify or discontinue an integration if a third party changes or withdraws its platform.

(e) Telephone Numbers and Porting. Telephone numbers and porting are governed by Section 9 of the Service Agreement.

(f) Business Messaging (SMS/MMS). Before sending text messages, Client must complete all carrier-required registrations, including 10DLC brand and campaign registration through The Campaign Registry and toll-free number verification, and must keep the information current. Client must obtain each recipient’s express consent before sending messages, and express written consent before sending marketing messages; purchased or rented lists are not permitted. Client must honor STOP, UNSUBSCRIBE and similar opt-out requests promptly and include a clear opt-out method. Client may not send messages involving loans, credit repair, debt relief or debt collection, cannabis, controlled substances, firearms, tobacco or vaping, alcohol, gambling, hate speech, harassment, deceptive or obscured links, or any content prohibited by law or carrier policy, and must comply with the Telephone Consumer Protection Act, CAN-SPAM and state texting laws. Carriers may filter, block or delay messages, and PGT does not guarantee delivery. PGT may suspend messaging for any violation, and Client will pay all carrier fines, registration fees and penalties resulting from Client’s messaging.

2.2 Connectivity Services.

(a) Availability and Speeds. Connectivity Services are subject to availability at each location and to confirmation by the underlying carrier. Quoted speeds are maximum or “up to” speeds and are not guaranteed unless the Service Order states a committed rate. Where a carrier requires construction, extension or special construction charges to deliver service, PGT will pass those charges through to Client with Client’s prior approval.

(b) Wireless and LTE/5G. Client acknowledges that wireless coverage has geographic gaps and that network conditions, signal strength, structures, weather and topography can cause dropped or blocked connections, slower speeds or lower quality. If wireless service is not available at a location and PGT cannot resolve it, Client may discontinue that wireless Service and related Equipment for that location without an Early Termination Fee, unless service is available at a lower technology tier (for example, LTE where 5G was ordered). Wireless Services may not be used for remote medical monitoring. PGT may provide service using non-geographic mobile numbers (such as 5XX numbers), which cannot be ported, and may change or reassign mobile numbers on reasonable written notice for fraud prevention, area code changes or legal requirements. Client must obtain PGT’s written approval before using any repeater, booster or similar device. Where the plan includes roaming, mobile Equipment may roam where roaming coverage is available but may not be permanently located in a roaming area. Client bears the cost of reprogramming Equipment if PGT changes a mobile number under this Section.

(c) Fixed Wireless. Point-to-point and point-to-multipoint links require clear line of sight and suitable mounting locations. Published or quoted range, capacity and throughput figures are typical maximums under favorable conditions and are not guaranteed. Performance depends on terrain, foliage, structures, weather, interference and mounting height. Links operating on unlicensed spectrum under FCC Part 15 must accept interference from other authorized users, and PGT does not guarantee freedom from interference. PGT may change frequencies, channels, power levels or configurations as needed to comply with law or mitigate interference. Client will not modify radios, antennas or power settings.

2.3 Network Infrastructure Services.

(a) SD-WAN and Managed Routing. SD-WAN and routing performance depend on the underlying transport circuits, which may be provided by Client or third parties. PGT does not guarantee throughput, latency or failover time over circuits it does not provide. PGT can establish VPN tunnels between PGT-managed devices or through compatible third-party VPN links; where third-party links are used, Client is responsible for validating compatibility unless the Service Order states otherwise.

(b) Managed Switching. PGT will configure and manage switches according to the design approved by Client. Client is responsible for devices connected to switch ports and for notifying PGT before making physical changes to the network.

(c) Managed Wireless. PGT will design indoor, outdoor and industrial mesh Wi-Fi networks based on the coverage requirements, floor plans and site information Client provides. Coverage and capacity depend on building materials, terrain, interference, user density and backhaul, and PGT does not guarantee coverage at any specific point or any minimum speed per user unless the Service Order states a committed service level. Later changes to the Premises may require additional access points or mesh nodes at Client’s cost. Guest or public Wi-Fi requires PGT’s authorization under Section 5, and Client is responsible for any required guest terms and notices. Mesh networks use automated and AI-assisted routing and self-healing functions that operate on network performance data only; PGT does not guarantee that automated routing will prevent every outage. Client is responsible for obtaining the rights needed to mount equipment, including rooftop, pole, landlord and property-owner consents and power at each location.

2.4 Deployment Services. Deployment Services are performed under a Service Order or SOW and are subject to Section 3.

2.5 Managed Services.

(a) Managed Firewall and Security. PGT will configure, monitor and update managed firewalls and security features according to the service tier in the Service Order. Client is responsible for approving security policies and any exceptions it requests. PGT does not represent that managed services, including CPE, VPN connectivity, managed firewall and security features, provide complete protection from network security threats, and because new attacks are introduced continually, PGT’s liability for security breaches is limited as set out in Section 14 of the Service Agreement.

(b) Monitoring, Analytics and Reporting. Monitoring, analytics and reports are provided for Client’s internal use. PGT may use aggregated, de-identified network performance data to operate and improve its Services.

(c) Infrastructure as a Service (IaaS). PGT retains title to all hardware and software used to provide IaaS. Client is responsible for the content, data and applications it places on the platform, for its own software licensing, and for backups unless backup services are included in the Service Order. At the end of the Service Term, PGT will make Client data available for retrieval for fifteen (15) days, after which it may be deleted.

(d) Internet of Things (IoT). IoT Services provide information only. They are not life-safety, fire, security alarm or medical systems and must not be relied on as such. PGT is not liable for any loss resulting from a missed, delayed or inaccurate sensor reading or alert. Client is responsible for sensor placement, the thresholds it sets and responding to alerts.

2.6 Business Continuity Services.

(a) Failover. Wireless failover is intended to keep vital, low-bandwidth communications, such as payment card processing and VoIP calls, running during a primary circuit outage. Failover is billed at the fixed monthly charge for the data allowance stated in the Service Order, plus usage charges for data above that allowance. If Client uses failover for other purposes, particularly high-bandwidth data, Client is liable for all resulting overage charges.

(b) Redundancy and Carrier Diversity. PGT will design redundant and diverse services using the carriers and paths available at each location. Unless the Service Order expressly commits to physical path diversity, PGT does not guarantee that services from different carriers do not share facilities, entrances or rights-of-way, because carriers do not always disclose their routes.

(d) POTS Replacement. Where possible, PGT will install POTS replacement equipment in the location best suited for an LTE or 5G signal. Where a broadband connection is required, it must be within fifty (50) feet of the equipment; greater distances require additional services. Where additional services or a truck dispatch are needed, PGT will provide a time-and-materials quote for Client’s prior written approval, with payment due on completion. For wireless-only installations, signal may be interrupted by cellular network issues, outages or maintenance. If Client moves the equipment to a location PGT has not approved, Client bears all resulting risk and cost. Client must identify to PGT all alarm, fire, elevator, fax, point-of-sale and other lines being replaced, as described in Section 4.

2.7 Professional Services. Professional Services are provided under one of the following engagement types, as stated in the SOW, and are subject to Section 3:

1. Assessment – a point-in-time review of Client’s network or systems, with findings and recommendations. Surveys, audits and assessments reflect conditions observed or modeled at the time and are not guarantees of future performance, coverage or compliance.
2. Project Management – a defined project with specific, measurable deliverables, managed by PGT’s project management team.
3. Managed Services – ongoing monitoring and management by PGT’s NOC, as described in Section 2.5 and Section 7.

3. Service Delivery & Coordination

3.1 Vendor Coordination and Carrier Management. Where the Service Order includes coordination services, PGT will act as Client’s point of contact with the carriers and vendors supplying the Services: placing and tracking orders, scheduling installations, managing carrier trouble tickets, and reviewing carrier invoices where included. Client authorizes PGT to act as its agent with those carriers and vendors for these purposes and will sign any Letter of Agency or Letter of Authorization reasonably required.

3.2 Escalation Ownership. PGT owns escalation of issues affecting the Services identified in the Service Order, including issues caused by a third-party carrier or vendor, and will pursue them through that provider’s escalation process until resolved. PGT’s escalation ownership does not make PGT liable for the third party’s performance (see Sections 1.5 and 6).

3.3 Multi-Provider Troubleshooting. When the cause of an issue is unclear, PGT will lead troubleshooting across the providers, circuits and Equipment within the scope of the Services. Client will provide reasonable access to its personnel, sites and systems. If PGT determines that an issue was caused by Client-owned equipment, applications or changes, or by a provider or system outside the scope of the Services, PGT may bill further work at its then-current time-and-materials rates after notifying Client.

3.4 Communication Responsibilities. PGT will keep Client’s designated contacts informed of order status, service-affecting incidents, planned maintenance (Section 8) and escalations. Client will designate at least one primary and one secondary contact with authority to approve work and changes, keep contact information current, and promptly report outages or issues to PGT Support at 888-920-5685.

3.5 Service Orders, SOWs and Change Orders. Each Deployment or Professional Services engagement will be described in a Service Order or SOW stating the scope, locations, deliverables, assumptions, Client responsibilities, schedule, pricing model and any acceptance criteria. Work not described is out of scope. No change to scope, schedule or locations is binding until both Parties sign a written change order stating its effect on price and schedule. If Client directs PGT to perform out-of-scope work without a change order, Client will pay for that work at PGT’s then-current time-and-materials rates. PGT may issue a change order for additional work required by conditions that differ from the SOW’s assumptions or from information Client provided, including concealed or undisclosed site conditions.

3.6 Scheduling, Wasted Trips and After-Hours Work. PGT will schedule site visits with Client according to the project plan. Client may reschedule or cancel a site visit without charge by providing at least two (2) business days’ notice. If Client provides less notice, or if PGT personnel are unable to perform the scheduled work because the site is not ready, access is not provided, Client-furnished equipment, circuits, or required information are unavailable, or an authorized Client representative is not present, Client will be responsible for a wasted-trip charge of $250 plus the scheduled labor reserved for the visit (minimum two (2) hours per technician), plus any travel expenses, subcontractor costs, and other non-refundable expenses incurred by PGT.

Technician waiting time exceeding fifteen (15) minutes is billable at PGT’s then-current time-and-materials rates. With 4-hour minimum.

Work performed outside PGT’s standard business hours (Monday–Friday, 7 a.m.–7 p.m. Central Time, excluding U.S. national holidays) at Client’s request will be billed at PGT’s applicable after-hours rates unless otherwise stated in the applicable SOW.

3.7 Structured Cabling and Low-Voltage Work. PGT will install structured cabling in accordance with applicable ANSI/TIA standards, BICSI installation practices and any manufacturer requirements stated in the SOW, and will test and document cabling as described in the SOW. Unless the SOW states otherwise, PGT will obtain permits for its low-voltage work where it holds the necessary license, and Client will obtain all other permits, building approvals and inspections. PGT does not perform line-voltage electrical, fire-alarm, structural, roofing or core-drilling work unless expressly included in the SOW. PGT is not responsible for the condition, labeling or performance of existing cabling or equipment it did not install, and removal of abandoned cable is out of scope unless stated in the SOW.

3.8 Break-Fix. PGT will dispatch technicians to diagnose and repair covered equipment within the response times in the Service Order or Section 7. Unless replacement parts are included in the Service Order, Client will provide or pay for replacement parts.

3.9 Acceptance. Where the SOW includes acceptance criteria, Client will review each completed site or deliverable within five (5) business days after PGT’s notice of completion and either accept it or give written notice of any material non-conformity with the SOW. PGT will correct properly noticed non-conformities and resubmit. A site or deliverable is deemed accepted if Client does not respond within that period or begins using it in production. Minor punch-list items that do not prevent use do not delay acceptance.

3.10 Hazardous/Unsafe Conditions. Client will disclose to PGT any known hazardous materials at the Premises, such as asbestos, lead or mold, and any known unsafe conditions, such as rodent or pest infestation, structural damage or exposed electrical wiring. PGT is not responsible for identifying, handling, removing or remediating hazardous materials or unsafe conditions. If PGT encounters suspected hazardous materials or unsafe conditions, it may stop work in the affected area until Client remediates them at Client’s cost, and the schedule and price will be adjusted by change order.

3.11 Subcontractors and Personnel. PGT may use qualified subcontractors to perform Services and remains responsible for their performance under the Agreement. PGT personnel will follow Client’s reasonable written site safety and security rules provided in advance. Background checks, drug screening, badging or training required by Client beyond PGT’s standard practices will be billed as a change order.

4. Client Responsibilities

4.1 Retained Responsibilities. Unless a Service Order expressly identifies an item as a PGT responsibility, Client remains responsible for:

• Internal IT operations
• Applications and software platforms
• Servers
• End-user devices
• Internal cabling not installed by PGT
• Data management, backup and retention
• Regulatory compliance applicable to Client’s business

4.2 Site Access and Readiness. Client authorizes PGT and its employees, agents, contractors and representatives to enter the Premises to survey, install, maintain, inspect, alter, repair and remove Equipment and perform the Services, at times agreed with Client where possible. Unless the Service Order states otherwise, Client will, at its cost: provide timely, safe and unobstructed access, including after-hours access where required; ensure each site is ready on the scheduled date, including power, telecom rooms, backboards, conduit, pathways, ceiling access and lifts; provide accurate floor plans, network diagrams, credentials and other information PGT reasonably requests; back up all data and configurations before work begins; and provide secure storage for Equipment delivered to the site. If Client does not own the Premises, Client will obtain the owner’s written consent and, on request, provide the owner’s contact information and a Letter of Authorization, and consents to PGT contacting the owner to obtain rights-of-way or site leases. If Client does not provide access, PGT may charge under Section 3.6, declare all amounts for the Service Term immediately due, or terminate the affected Service without liability to Client.

4.3 Non-Voice Systems. Client must identify to PGT all non-voice systems that use its lines or network, such as modems, point-of-sale devices, fax machines, elevator and emergency phones, and alarm and security systems, and any changes to them during the Service Term. The Services may not work with those systems, initially or after a change, and Client waives any claim against PGT for that incompatibility.

4.4 Security Measures and Toll Fraud. Client is responsible for securing its user credentials, administrator accounts, voicemail PINs, devices and network against unauthorized access, and must notify PGT Support (888-920-5685, available 24×7) immediately after Client becomes aware of or suspects any unauthorized access or use. Client is responsible for all charges incurred through its account, including charges from unauthorized or fraudulent use (“toll fraud”), until Client notifies PGT and PGT has had a reasonable opportunity to act on the notice, as further provided in Section 8.3 of the Service Agreement. Client is not responsible for unauthorized use to the extent caused by PGT’s breach of the Agreement or PGT’s negligence. To help prevent toll fraud, PGT may, without liability, block calls to high-risk international destinations, set usage limits, and suspend calling on an account when PGT reasonably suspects fraud. PGT will try to notify Client promptly when it takes these actions, but has no obligation to investigate the authenticity of calls charged to Client’s account.

4.5 Multiple Users. Client enters into the Agreement on behalf of everyone who uses the Services or Equipment through Client’s systems, and is responsible for ensuring they comply with the Agreement and for any breach by them.

4.6 Client-Furnished Equipment. Where Client supplies equipment, circuits, cabling or materials, Client is responsible for their compatibility, quality, timely delivery and warranty. PGT is not responsible for defects in Client-furnished items, and time spent addressing them will be billed as a change order.

4.7 Minimum Requirements.

(a) Definition. “Minimum Requirements” means PGT’s technical requirements for operating a Service, as stated in the applicable Service Order or in written technical documentation that PGT provides or makes available to Client, including through the customer portal (the “Requirements Documentation”). Minimum Requirements may include requirements for Internet bandwidth and connection quality (such as latency, jitter and packet loss), quality of service (QoS) settings, approved routers, firewalls, switches and other network equipment and their configurations, power and battery backup, cabling, and supported devices, operating systems and software versions. If the Service Order and the Requirements Documentation differ, the Service Order controls.

(b) Changes. PGT may update the Requirements Documentation to reflect changes in technology, security or manufacturer support, on at least thirty (30) days’ written notice for changes that require Client to replace equipment or upgrade its network. Changes required for security or by law may take effect sooner, with as much notice as is reasonably practicable.

(c) Network Readiness. At Client’s request, or where PGT reasonably determines it is needed before installation, PGT will perform a network readiness assessment, billed at the rate in the Service Order or PGT’s then-current time-and-materials rates unless the Service Order includes it. Client is responsible, at its cost, for remediating any items the assessment identifies that do not meet the Minimum Requirements, unless the Service Order assigns that work to PGT.

(d) Effect of Non-Compliance. If Client installs or operates a Service using hardware, broadband connections, configurations or network topology that do not meet the Minimum Requirements: (i) Client is entitled to support only for the quality of the signal delivered to the PGT demarcation device; (ii) any resulting unavailability, call quality problem or failure to meet a service level is excluded under Sections 7.1(b) and 7.5; and (iii) PGT may bill troubleshooting of issues caused by the non-compliance under Section 3.3. PGT DOES NOT WARRANT THAT THE SERVICE WILL WORK OR THAT IT WILL NOT DAMAGE CLIENT’S EQUIPMENT, SOFTWARE OR DATA IN THAT CASE, AND ASSUMES NO LIABILITY FOR ANY RESULTING DAMAGE OR FAILURE.

5. Acceptable Use of Services

Client must use the Services in accordance with this Agreement and all applicable laws, including without limitation copyright, trademark, obscenity and defamation laws. The Services are provided for business and commercial purposes only and not for personal, family or household use. The Services are retail services and are not for resale or distribution by Client. Use of the Services for any purpose that is unlawful, or in any manner which could damage, disable, overburden or impair the operation of the Services of PGT or other communications providers or other clients, or in any other way that negatively impacts PGT’s provision of Services, is strictly prohibited. Without limitation, Client is strictly prohibited from using the Services to (a) store, distribute or transmit any unlawful material, (b) compromise or attempt to compromise the security of any networked account or site, (c) attempt to use or gain unauthorized access to data, accounts, hosts, servers, systems or networks of others, or relay communications through any third-party servers without the owner’s authorization, (d) probe, scan or test the vulnerability of PGT’s Services or network, (e) interfere with the Services or another’s use of PGT’s services in any way, (f) engage in or facilitate fraudulent calling, call spoofing or call pumping, or otherwise use any forged, false or misleading number identity or employ techniques to hide, obscure or counterfeit the source of a call or other communication, (g) collect or use information without the consent of the owner, (h) engage in conduct that is likely to result in retaliation against PGT, its network, services, employees, officers or other agents, (i) configure the Services in a manner that prevents E911 services from operating properly, (j) make threats of physical harm or harass any person or entity, (k) mass distribute unsolicited communications, otherwise violate telemarketing or other marketing laws or privacy laws or regulations, or engage in spamming, or (l) create or permit a publicly accessed Wi-Fi hotspot without prior authorization. Violation of any provision of this Section, including without limitation any subsection hereof, may result in suspension or termination of Services or this Agreement in PGT’s sole discretion.

5.1 Excessive Consumption. Excessive consumption of network or system resources, whether intentional or unintentional, is strictly prohibited. Unless otherwise specified in the Service Order, PGT reserves the right to determine in its sole discretion whether Client’s use violates this restriction. Without limiting the foregoing, the following usage of wireless Services is deemed to constitute excessive consumption:

(a) Pooled Data Plans. Usage in excess of 10GB of data per location in any billing cycle.

(b) Unlimited Data Plans. Usage in excess of 300GB of data per location in any billing cycle. Although a plan may be marketed as “unlimited,” usage must remain consistent with the intended purpose of the Service as described in the Service Order, such as failover, backup connectivity, and normal business operations. PGT reserves the right to investigate and address any usage patterns that are excessive or unreasonable, adversely affect network performance, violate underlying carrier policies, or indicate that the Service is being used as a primary Internet connection where that is not its intended purpose, regardless of whether the 300GB threshold has been reached.

(c) Remedies. If PGT determines that excessive consumption has occurred, PGT may investigate the usage, notify Client, and take any of the following actions: (i) apply additional data charges at PGT’s then-current rates; (ii) throttle, restrict, or suspend the affected Service; or (iii) require Client to move to a plan suited to its usage. These remedies are in addition to, and not in place of, PGT’s rights under Section 5 , including termination.

5.2 Use of SIP Service. PGT’s Session Initiation Protocol (“SIP”) Service shall not be used in connection with resale applications, foreign exchange services, public telephone services, calls to Internet Service Providers, broadcast facsimile applications, or with aggregated end user traffic equipment. Client shall not share, resell or allow the use of PGT’s SIP Service, in whole or in part, by any third party, including but not limited to other providers of computer or communications services. Client shall not combine traffic or use PGT’s SIP Service for anything other than providing SIP origination or termination service to its own end points. Client expressly agrees, represents and warrants that no calls will be made via PGT’s SIP Service from any location other than (i) the actual Client premises specifically designated by Client on the Service Orders and quotes, as applicable, and at which SIP Service is established, or (ii) Client branch locations interconnected to such Client premises by PGT-provided VPN or third-party networks. PGT reserves the right to discontinue furnishing SIP Service if Client’s usage, in PGT’s sole discretion, is deemed not to be that of an expressly authorized application.

5.3 Use of Auto-Dialers. Use of auto-dialers in connection with the Services is strictly prohibited without PGT’s prior written authorization. PGT reserves the sole right to authorize the use of auto-dialers and may decline to provide such authorization for any reason in its sole discretion.

5.4 Improper Usage Patterns. PGT may notify Client if PGT determines, in its sole discretion, that Client’s use of the Services shows improper usage patterns. For VoIP outbound services, improper usage patterns include, without limitation: (i) outbound minutes exceeding eighty percent (80%) of Client’s aggregate minutes in a monthly billing cycle; or (ii) aggregate minutes exceeding 2,500 per Seat/Line in a monthly billing cycle, regardless of the service plan purchased. Aggregate minutes are all of Client’s inbound and outbound minutes in the monthly billing cycle. For VoIP toll-free inbound service, improper usage patterns include usage exceeding 2,500 minutes per monthly billing cycle. Where PGT identifies improper usage patterns, PGT may, in its sole discretion, suspend or terminate the affected Services or the Agreement, or convert the Services to an appropriate measured calling plan. PGT has no obligation to monitor the Services for improper usage patterns or fraudulent calling, or to notify Client of them. 5.5 PGT Access to Client Data. To comply with applicable laws and lawful government requests, to operate its Services properly, or to protect itself or any third parties, PGT reserves the right to access and disclose any information, data, graphics, video, sound, files and other content created by, provided by or accessed by Client. This may also include disclosing account holders’ names and other registration and identification information to the extent permitted by law. PGT reserves the right in its sole discretion, but shall not be obligated, to remove from public view any content incorporated on or through its Services. PGT will fully cooperate with law enforcement authorities in investigating suspected lawbreakers and reserves the right to report to such authorities any suspect activity of which it becomes aware.

5.6 Network Security. Client will not violate or attempt to violate the security of the Services or of the computers, accounts or networks of PGT or any third party, including by circumventing user authentication, and will not use the Services to cause security breaches (such as unauthorized access or denial-of-service attacks) or disruptions (such as port scans, flood pings, email bombing, packet or IP spoofing and forged routing information). Any attempt to bypass security on privileged modes of operation or gain unauthorized access to PGT facilities is a material breach. Client must use reasonable care to keep any Client software on PGT servers or IaaS platforms patched and up to date.

5.7 Internet Content. The networks the Services connect to carry content that may be shocking, distasteful, misleading, inaccurate or harmful. PGT has no obligation to screen, edit, monitor or censor content and has no liability for what content is posted or accessed through the Services or its effects on Client or its users.

6. Service Dependencies

The Services depend on facilities and providers that PGT does not control. Client acknowledges the following dependencies, and that interruptions caused by them are excluded from service levels under Section 7.5 except where PGT supplies the dependency and commits to it in the Service Order.

6.1 Power. VoIP, Microsoft Teams Direct Routing, Contact Center, managed network, wireless and POTS replacement Services do not work during a power failure unless Client provides backup power, and may require equipment to be reset or reconfigured when power returns. Client is responsible for power, including any uninterruptible power supply or battery backup required by law for its lines (for example, for alarm, elevator or emergency phones).

6.2 Third-Party Carriers. Circuits and numbers may be provided by incumbent and competitive carriers. Carrier installation dates, repair times, maintenance and outages are outside PGT’s control. PGT will manage carrier issues under Section 3 but does not guarantee carrier performance.

6.3 Internet Providers. Services delivered over the Internet or over a broadband connection not supplied by PGT require a fully working connection with sufficient bandwidth and quality, and will not work during an Internet outage.

6.4 Wireless Providers. LTE/5G, failover and POTS replacement Services depend on the underlying mobile network’s coverage, capacity, maintenance and data policies, as described in Section 2.2(b).

6.5 Utility Providers. Construction, pole attachments, rights-of-way and utility work required to deliver a Service may depend on utilities and property owners, and resulting delays or costs are outside PGT’s control.

6.6 Cloud Providers. Hosted, chat, video, contact center, IaaS and management-portal Services may run on third-party cloud platforms. Outages, changes or discontinuance of those platforms may affect the Services.

7. Service Levels and Escalation Governance

This Section 7 sets PGT’s service levels. The PGT Service Level Agreement posted at https://pilotgt.com/sla (the “SLA”) restates these service levels by Service and may add Service-specific detail. If the SLA conflicts with this Section 7, the order of precedence in Section 1.4 of the Service Agreement applies. A Service Order or Service-specific addendum may set different service levels for particular Services. Service Outage Credits under this Section 7 and the SLA are Client’s sole and exclusive remedy for failure to meet a service level, subject to Section 14 of the Service Agreement and Client’s termination rights under Section 12.5.

7.1 Voice Services.

(a) Availability. “Voice System Availability” means the monthly uptime percentage of functions that directly affect new call attempts and call completion: domestic and toll-free numbers, two-way audio to the public switched telephone network (“PSTN”), 911 calls, auto attendant/IVR, voicemail and audio conferencing. Secondary capabilities, including SMS, mobile, desktop and web applications, fax, APIs and notification alerts, are not included. PGT targets 99.99% Voice System Availability each calendar month. Service Outage Credits for availability are set out in Section 7.6.

(b) Call Quality. PGT commits to the following call quality levels on its voice network:

Measure	Commitment	How measured
Mean Opinion Score (MOS)	Not below 4.0	E-model (ITU-T G.107), monthly average across the voice network
Jitter	Not above 20.0 ms	Monthly average across the voice network

Call quality commitments do not cover problems caused by Client’s local network, Internet connection or devices, or other exclusions in Section 7.5.

(c) PSTN Issue Restoration. PGT will restore PSTN calling within the following times, measured from trouble ticket open. Priorities are as defined in Section 7.3, except that any failure of 911 calling is always P1.

Priority	PSTN examples	Restoration time	Coverage
P1 – Major Service Impact	Complete loss of inbound or outbound calling at a location; main or toll-free number not receiving calls; any 911 calling failure	4 hours or less (commitment)	24×7
P2-Significant Degradation	Some numbers not receiving calls; outbound calls failing to certain area codes or carriers; widespread one-way audio or dropped calls	8 hours (target)	24×7
P3 – Standard Incident	A single number not working; call quality complaints; fax failures; intermittent issues	1 business day (target)	Business hours
P4-Service Request	Move, Add, Change	Per Section 8.5	Business hours

Service is restored when calling works, including through rerouting, call forwarding or another temporary workaround, even if a permanent repair is still pending. The P1 commitment applies within the United States and does not apply to sites that do not use a PGT-approved Internet service provider. Missing a P2 or P3 target entitles Client to escalation under Section 7.4 and does not give rise to a Service Outage Credit.

(d) Carrier-Dependent Issues. Where an issue is caused by an underlying or terminating carrier, including caller ID and caller name (CNAM) display, call labeling such as “Spam Likely” and routing within another carrier’s network, PGT will open a ticket with that carrier within four (4) business hours, manage it under Section 3.2 and update Client at least once each business day. Resolution time for these issues is not guaranteed. Number porting is governed by Section 9 of the Service Agreement and is excluded from service level calculations under Section 7.5(c).

7.2 Connectivity, Network and Managed Services.

(a) Monitoring. For Services that include NOC monitoring, PGT’s NOC provides 24x7x365 U.S.-based monitoring and help desk support. PGT will notify Client of a detected device-down or circuit-down event within fifteen (15) minutes and begin remote troubleshooting within thirty (30) minutes.

(b) Service Levels by Service. Unless the Service Order states otherwise, PGT provides the following service levels. Restoration times apply to P1 issues as defined in Section 7.3 and are measured from detection or trouble ticket open, whichever is earlier.

Service	Monthly availability	Restoration	Credits
Connectivity (fiber, broadband, fixed wireless, LTE/5G)	As stated in the Service Order, or the underlying carrier’s service level	PGT opens a carrier ticket within thirty (30) minutes and manages it under Section 3.2; restoration time is the carrier’s	Carrier credits passed through to the extent PGT receives them
SD-WAN, managed routing and switching	99.9% for PGT-managed devices, excluding transport and circuits (Section 7.5(a))	4 hours for issues resolvable remotely; hardware failure under Section 7.2(d)	Yes, Section 7.6
Managed Wi-Fi and mesh networks	99.9% excluding backhaul and circuits (Section 7.5(a)) and interference under Section 2.3(c)	Same as SD-WAN, routing and switching	Yes, Section 7.6
Managed firewall and security	99.9% for PGT-managed firewalls	Device: same as SD-WAN, routing and switching. Security incident: PGT acknowledges and begins containment within one (1) hour	Yes, Section 7.6
Infrastructure as a Service (IaaS)	99.9% platform availability	4 hours; restore from backup within twenty-four (24) hours where backup is included in the Service Order	Yes, Section 7.6
Failover	Where PGT provides both the primary and failover paths, failover activates within five (5) minutes of primary circuit loss	Primary circuit restored as for Connectivity	Yes, Section 7.6
POTS replacement	99.9% for PGT-provided devices	4 hours remotely; hardware failure under Section 7.2(d)	Yes, Section 7.6
Internet of Things (IoT)	No availability commitment (Section 2.5(d))	Commercially reasonable efforts	No

(c) Measurement. Availability is measured each calendar month using PGT’s monitoring systems and excludes the events in Section 7.5. A Service is restored when it is working, including through failover, rerouting or another temporary workaround, even if a permanent repair is still pending. Missing a restoration time entitles Client to escalation under Section 7.4 and, except where the table above provides for credits, does not give rise to a Service Outage Credit.

(d) Hardware Failure. If PGT determines that a P1 issue is caused by failure of PGT-provided Equipment located at Client’s Premises that cannot be resolved remotely, the restoration time in Section 7.2(b) does not apply. Instead, PGT will (i) ship replacement Equipment, preconfigured where applicable, within one (1) business day of that determination, or, where on-site break-fix is included in the Service Order, dispatch a technician under Section 7.3; and (ii) where a temporary workaround is reasonably available, such as failover, rerouting or a temporary device, implement it within four (4) hours.

7.3 Support Priorities, Response and Field Dispatch. A PGT representative will respond by email, telephone or text to support requests within the following times. These priorities apply to all Services. PGT assigns the priority based on the impact Client reports and PGT confirms, and may change it as the impact changes. Field dispatch times apply where on-site break-fix is included in the Service Order. Restoration times are in Sections 7.1(c) and 7.2(b).

Priority	Definition	Response time	Field dispatch (where included)
P1 – Major Service Impact	Complete loss of a Service at a location, such as all inbound or outbound calling, Internet access, the network or Wi-Fi; any failure of 911 calling; failure of a POTS replacement line serving a life-safety system; or a security incident in progress	Within 15 minutes	4 Hours
P2 – Significant degradation	50% or more of users at a location affected; a Service seriously degraded; a key function down with no workaround; or a site running on failover after loss of its primary circuit	Within 30 minutes	8 Hours
P3 – Standard Incident	A single user or device; password reset	Within 2 hours	1-2 Business Days
P4- Service Request	Moves, adds and changes (Section 8.5)	Within 8 hours	Scheduled
Question	Feature or function questions	Within 6 hours	Not applicable

All P1 issues, and P2 PSTN issues under Section 7.1(c), are handled 24×7. Other priorities are handled during PGT business hours (Monday–Friday, 7 a.m.–7 p.m. Central Time, excluding U.S. national holidays) unless the Service Order includes extended support.

7.4 Escalation Governance. If an issue is not resolved within the applicable target, Client may escalate through PGT’s escalation path: (1) the assigned support engineer; (2) the support or NOC manager; (3) the Vice President of Network Operations. PGT will provide Client with current escalation contacts on request. For P1 issues, PGT will provide status updates at least every sixty (60) minutes until service is restored and, on request, a written incident summary within five (5) business days. Where the Service Order includes service reviews, PGT will meet with Client quarterly to review performance, open issues and planned changes.

7.5 Exclusions. Unavailability of a Service, or failure to meet a service level, is excluded from all availability, restoration-time and credit calculations to the extent caused by:

(a) failure or degradation of any of the following, except to the extent caused by PGT’s acts or omissions: (i) telecommunications circuits and transport, including fiber, broadband, fixed wireless and LTE/5G service, and the underlying carriers’ networks, whether Client orders them or PGT orders or manages them for Client, for which PGT’s obligations are limited to carrier ticketing, coordination and escalation under Section 3.2 and passing through carrier credits under Section 7.2(b); (ii) equipment, devices, software, cabling, power or network segments that Client or a third party provides and that PGT does not manage under the Service Order, including any such device attached to or operating on a PGT-managed network; (iii) the public Internet, DNS resolution, IP transit or peering outside PGT’s network; or (iv) denial-of-service or similar attacks;

(b) delay in replacing or repairing Equipment caused by Client or by causes outside PGT’s control, including Client’s failure to accept delivery or to install or return self-install Equipment as instructed, damage caused by Client, its users or third parties, and shipping carrier delays;

(c) inbound or outbound number porting under Section 9 of the Service Agreement;

(d) scheduled or emergency maintenance performed under Section 8;

(e) changes to the Services, configuration or Equipment made by Client or its third parties, including unauthorized changes under Section 8.5(e);

(f) Client’s use of hardware, software, applications, Internet connections or network configurations that do not meet the Minimum Requirements under Section 4.7, or that PGT has not approved in writing, except to the extent PGT supplied, installed or configured them;

(g) Client’s failure to provide timely access to the Premises, or the personnel or information PGT reasonably needs to diagnose or resolve the issue;

(h) Client’s inability to access the web portal, which by itself is not unavailability of a Service;

(i) suspension of the Services under Section 12.2 or 12.3 of these Terms and Conditions or Section 5.7 or 13.2 of the Service Agreement, including for nonpayment;

(j) force majeure events under Section 22.3; or

(k) any loss of availability lasting less than five (5) minutes.

7.6 Service Outage Credits. (a) If a Service’s monthly availability falls below its target (99.99% Voice System Availability under Section 7.1(a), or the target for that Service in Section 7.2(b)), PGT will credit the monthly fee for the affected Service as follows:

Monthly System Availability	Credit (% of monthly fee for affected Service)
Below 99.99% but at least 99.9% (voice only)	5%
Below 99.9% but at least 99.5%	10%
Below 99.5% but at least 99%	20%
Below 99% but at least 95%	40%
Below 95%	50%

(b) Failover.

(i) Failover Event. A “Failover Event” occurs when the primary circuit at a Client location fails and, through no fault of Client, traffic does not move to the failover path within five (5) minutes, as Section 7.2(b) requires. This applies only where PGT provides the primary circuit, the failover path and the PGT-managed edge device that performs the switchover at that location.

(ii) Credit. For each Failover Event, Client may request a credit equal to ten percent (10%) of the monthly recurring charges for the failover Service and the PGT-managed edge device at the affected location. If the resulting loss of service at that location lasts more than four (4) hours, the credit is twenty-five percent (25%) instead. Credits under this Section 7.6(b)(ii) are limited to three (3) Failover Events per location per calendar month.

(iii) Failover Path Monitoring. Where the Service includes NOC monitoring, PGT will monitor the failover path and notify Client within twenty-four (24) hours of detecting that it is unavailable. If PGT fails to give that notice and a Failover Event then occurs because the failover path was unavailable, Section 7.5(a)(i) does not apply, and the credit under Section 7.6(b)(ii) is due even though the failover circuit’s carrier caused the failure.

(iv) Exclusions. Section 7.5 applies to Failover Events, except that Section 7.5(a)(i) does not excuse a failure of PGT-managed Equipment or PGT’s configuration to complete the switchover. No credit is due where the primary and failover paths both fail from a common cause outside PGT’s control, such as loss of power at the location, damage to shared building entry or cabling, or a regional event affecting both carriers. No credit is due where Client has declined failover testing that PGT recommended in writing, or has changed the edge device’s configuration.

7.7 Credit Procedures and Limits. PGT determines outage duration using its monitoring systems, event logs and records from affected infrastructure, compared with information Client provides. To receive a credit, Client’s account must be in good standing, and Client must open a support ticket at support@pilotgtsupport.com or by calling 888-920-5685 within forty-eight (48) hours of the event and request the credit within thirty (30) days after the end of the affected month, including the account name or number and the dates and times of the outage. Total credits for any Service in a calendar month may not exceed sixty percent (60%) of the monthly recurring fee for that Service. Except as provided in Section 7.6(b), only one credit per Service is available per calendar month. Credits apply only to future charges and are not convertible to cash or refunds.

8. Changes, Maintenance and Lifecycle Services

8.1 Maintenance Windows. PGT’s standard maintenance window is Sunday through Saturday, 11:00 p.m. to 6:00 a.m. in the local time of the affected Premises. PGT will perform planned work that may affect service during a maintenance window whenever practicable.

8.2 Planned Maintenance. PGT will give Client at least five (5) business days’ notice of planned maintenance expected to interrupt Services, stating the expected date, time, duration and impact. Carrier and cloud-provider maintenance is subject to those providers’ own notice practices, and PGT will pass on notices it receives.

8.3 Emergency Maintenance. PGT may perform emergency maintenance at any time, with as much notice as is reasonably practicable, to address a security vulnerability, prevent or restore an outage, or comply with law.

8.4 Firmware and Software Updates. For PGT-managed Equipment, PGT will apply firmware and software updates it considers necessary for security, stability or supportability, during maintenance windows. Where an update requires Client testing or approval, Client will cooperate in a timely way. Equipment that reaches the manufacturer’s end of life or end of support may need to be replaced to remain covered by managed services and service levels, at Client’s cost unless the Service Order includes lifecycle refresh.

8.5 Configuration Changes (Moves, Adds, Changes).

(a) Requests. Client’s authorized contacts will request configuration changes through PGT Support. PGT will respond within the times in Section 7.3. It will complete the change within three (3) business days or on a date agreed/scheduled with Client.

(b) Routine Changes. A “Routine Change” is a change PGT can complete remotely, during standard hours, in thirty (30) minutes or less, without a site visit, new Equipment or a design change. Examples:

• adding, removing or renaming a user or extension
• changing call forwarding, hunt groups, auto-attendant menus or greetings
• adding a firewall rule or port forward
• changing a Wi-Fi network name or password

Up to five (5) Routine Changes pooled per month are included in the monthly fee, unless the Service Order sets a different allowance. Unused changes do not carry over. Changes Client makes through the web portal do not count toward the allowance.

(c) Billable Changes. The following are billed at PGT’s then-current time-and-materials rates, or as quoted in a change order:

• (i) Routine Changes above the monthly allowance.
• (ii) Changes that need a site visit, new or replacement Equipment, cabling or new circuits.
• (iii) New locations, network redesign, new VLAN or subnet structure, bulk changes, or any request affecting more than twenty-five (25) users or devices or taking more than two (2) hours.
• (iv) Changes needed because of an unauthorized Client change or Client-furnished equipment (Section 4.6).
• (v) Changes Client asks PGT to perform outside standard hours (Section 3.6).

Before starting a Billable Change, PGT will tell Client that the change is billable and give an estimate. PGT will proceed only after Client approves it in writing; email is sufficient. Project-scale work is handled under Section 3.5.

(d) No-Charge Changes. PGT will not charge for changes needed to correct PGT’s own error, changes PGT makes on its own initiative (including updates under Section 8.4), or changes needed to restore Service.

(e) Unauthorized Changes. Client may not change the configuration of PGT-managed Equipment without PGT’s approval. PGT is not responsible for issues caused by unauthorized changes.

8.6 Service Features. The Services include tools, features and capabilities (“Service Attributes”) that are part of the base Service or provided for an add-on fee. PGT may add, change or discontinue Service Attributes and may make commercially reasonable updates from time to time. PGT will use reasonable efforts to notify Client before a material change but may implement changes immediately when necessary. If a Service Attribute is discontinued, PGT will use commercially reasonable efforts to provide a similar replacement; if it cannot and Client was paying an add-on fee for it, the fee will be removed or credited, with no further liability to either Party.

8.7 Product Trials. PGT may offer select Services on a trial basis for a specified period. The trial period and any additional terms will be disclosed. Client must notify PGT within the trial period if it decides not to continue and must return all Equipment at the end of the trial, in which case Client will not owe cancellation or Early Termination Fees.

8.8 Web Portal. Client is solely responsible for all features and Services it selects through any PGT web portal and for all associated charges.

9. Equipment

9.1 PGT-Provided Equipment. To ensure compatibility with its network, PGT may require Client, as a condition of Service, to use CPE supplied by PGT, such as IP and wireless phones, firewalls and security devices, routers, SD-WAN appliances, switches, modems, analog telephone adapters, wireless access points and mesh nodes, fixed wireless radios and antennas, LTE/5G modems, IoT gateways and sensors. By mutual agreement, Client may purchase CPE (outright or as part of a monthly subscription) or rent it. Purchased CPE remains PGT’s property until the full purchase price is paid, and rented CPE remains PGT’s property at all times. Client bears the risk of loss or damage to CPE from any cause (except as covered by Section 9.4) until paid in full, will keep adequate insurance on it, and is solely responsible for its physical, logical and environmental security. Client will not move, open, alter, tamper with or remove CPE or its ownership markings without PGT’s approval. CPE does not become a fixture at any Premises.

9.2 Return of Equipment. Return of PGT-Owned Equipment is governed by Section 7.4 of the Service Agreement.

9.3 Returns and Upgrades. CPE returned for replacement or credit must include proof of purchase and original packaging, all parts and accessories, contents in undamaged condition (reasonable wear and tear excepted), and a return authorization number from PGT Support (888-920-5685). Client bears the cost and risk of return shipping. If CPE arrives visibly damaged, Client must note the damage on the carrier’s freight bill, keep the packaging and contact PGT Support immediately. If Client wants new phones before two-thirds of the Service Term has passed, Client must purchase them; after that point, Client may upgrade its phones by signing a new term of at least three (3) years.

9.4 VoIP CPE Warranty. PGT warrants PGT-provided VoIP CPE, including IP cordless, desktop and conference phones and IP gateways, for the Service Term. PGT will decide whether to repair or replace faulty units; replacement parts will be new or equivalent to new, and removed parts become PGT’s property. This warranty does not cover external damage from disaster, fire, accident, neglect, misuse, vandalism, water, power surges or lightning; use with items not approved by PGT or repair by anyone other than PGT-authorized personnel; supplies or accessories; relocation of CPE; viruses or software conflicts not introduced by PGT; or phones not supplied by PGT.

9.5 Equipment Procurement. Where PGT procures equipment for Client, prices are based on manufacturer and distributor pricing at the time of quote and may change if Client does not issue a Service Order within the quote’s validity period or if manufacturers change pricing, tariffs or duties before PGT places the order. Equipment orders are non-cancellable and non-returnable once placed, except as the manufacturer allows, and Client will pay any restocking fees and return shipping. PGT will stage, configure, asset-tag and ship equipment according to the configurations Client approves.

9.6 Title and Risk for Purchased Equipment. For equipment Client purchases, risk of loss passes to Client on delivery to the Client site or to Client’s designated carrier, and title passes on full payment. PGT may invoice procured equipment on shipment. Software embedded in purchased equipment remains licensed, not sold, under Section 17.3, and updates and cloud management for that equipment may require an active support subscription.

9.7 Manufacturer Warranties. Procured equipment carries only the manufacturer’s warranty, which PGT will pass through to Client to the extent permitted. PGT makes no separate warranty on third-party equipment. Manufacturer support and license subscriptions are subject to the manufacturer’s terms.

10. Pricing, Invoicing and Payment

10.1 Rates and Charges. The rates and charges for each Service are those in the Service Order, and may include installation, monthly recurring, usage, per-call, equipment, service call, maintenance and repair charges, professional services fees and expenses, and applicable taxes, fees and surcharges. Deployment and Professional Services are priced on a fixed-fee, per-site, milestone, time-and-materials or monthly basis, as stated in the SOW; time-and-materials rates are those in the SOW or, if none, PGT’s then-current rates.

10.2 Rate Increases. Changes to monthly recurring, usage-based, time-and-materials and other charges are governed by Section 5.6 of the Service Agreement. Taxes, surcharges and fees under Section 10.4, and cost pass-throughs under Section 22.14, are not price increases.

10.3 Invoicing and Payment. Unless the Service Order states otherwise, PGT invoices monthly recurring charges monthly in advance and all other charges monthly in arrears; fixed-fee and per-site work on completion of each site or milestone; and equipment on shipment. PGT may require a deposit or advance payment for equipment and large projects as stated in the SOW. Client will pay each invoice within thirty (30) days of the invoice date. If a Service starts other than on the first day of a billing period, the next invoice will include a prorated charge. Unless included in a fixed price, Client will reimburse reasonable travel, lodging, shipping, equipment rental and materials expenses at cost or as stated in the SOW.

10.4 Taxes, Surcharges and Fees. Client will pay all taxes, surcharges and fees PGT invoices as required or permitted by law, regulation or Tariff, including federal, state and local sales, use, excise and telecommunications taxes, franchise fees, universal service fees and other governmental and regulatory charges, including any that apply retroactively. PGT may also assess surcharges to recover the administrative costs of regulatory compliance; for example, voice Clients are charged a monthly regulatory compliance and recovery fee to help offset PGT’s contributions to universal service, telecommunications relay services and 911 programs, which is not a tax and is not government-mandated. Client is deemed the end user of the Services for all regulatory purposes. These amounts may change with or without notice. Where a Service is provided under a tariff, price list or service guide filed with or required by the Federal Communications Commission (“FCC”) or a state regulatory commission (a “Tariff”), the Tariff controls to the extent required by law.

10.5 Tax-Exempt Status. To claim an exemption, Client must give PGT valid exemption documentation for each jurisdiction within fifteen (15) days after installation; exemptions apply only from the date PGT receives the certificate.

If documentation is held invalid, Client will reimburse PGT for any uncollected tax, interest and penalties. Client consents to PGT disclosing the documentation to any governmental authority. Exempt status does not relieve Client of franchise fees or other non-tax fees and surcharges.

10.6 Third-Party Charges. Client is solely responsible for charges from third parties for services Client accesses through the Services, such as pay-per-call, messaging or online services, and for protecting payment card information Client gives to others. Where PGT bills on behalf of a third party as its agent, Client must resolve disputes over those charges directly with the third party.

10.7 Payment by Credit Card. On Client’s written request and PGT’s acceptance, Client authorizes PGT to charge the card on file for all charges under the Agreement until the Agreement ends or Client gives sixty (60) days’ notice to stop. Client will keep card information current. PGT may limit or discontinue card payments on thirty (30) days’ notice. PGT may charge a processing fee on payments made by credit card, to the extent permitted by applicable law and card network rules. Any fee will be disclosed before it is charged, will not exceed PGT’s cost of card acceptance, and will not apply to debit or prepaid cards.

10.8 Credit Approval and Deposits. Service may be subject to credit approval. Client authorizes PGT to obtain its credit history and warrants that the credit information it provides is accurate. PGT may deny Services based on unsatisfactory credit and, subject to applicable regulations, may require a deposit of up to an estimated two months’ charges (or, for projects, the amount stated in the SOW). Deposits do not bear interest unless required by law and will be credited or refunded when Service ends or PGT decides the deposit is no longer needed.

10.9 Billing Disputes. Price changes are governed by Section 5.6 of the Service Agreement.

10.10 Late and Partial Payments. Undisputed amounts not paid when due are subject to a late charge not to exceed the highest rate allowed by law. PGT will apply partial payments as it determines, without waiving its right to collect the full balance. Client will pay a service charge up to the maximum permitted by law for any rejected payment. PGT may refer delinquent accounts, and Equipment Client fails to return, to a collection agency or attorney, and Client will pay all reasonable collection costs.

11. Service Terms and Renewals

11.1 Service Term. Each Service begins on its Service Start Date and continues for its Service Term, as set out in Sections 4.1 and 4.2 of the Service Agreement.

11.2 Automatic Renewal. Services renew, and either Party may give notice of non-renewal, as set out in Section 4.4 of the Service Agreement.

11.3 Changes in Recurring Charges. Monthly recurring charges may change during the Initial Service Term and any Renewal Term only as set out in Section 5.6 of the Service Agreement, including Client’s right to cancel a Service without an Early Termination Fee after notice of a renewal price increase.

11.4 Holdover. If Client continues using a Service after the Service Term ends following notice of non-renewal, that Service converts to month-to-month pricing until actually discontinued.

12. Cancellation and Termination

12.1 Cancellation by Client. Client must send contract cancellation requests in writing to PGT Account Management at support@pilotgtsupport.com. If Client cancels any Service before or after activation, Client will pay: (a) all installation costs and charges of PGT and any underlying provider; (b) all non-cancellable Equipment, materials and third-party costs incurred or committed for Client, including restocking fees; (c) any Early Termination Fees under Section 12.4; and (d) all charges for the Service until the later of PGT’s receipt of the cancellation notice or the date the Service is actually discontinued. Client is also responsible for any balances, termination fees or penalties owed to Client’s previous carrier.

12.2 Termination by PGT. PGT may suspend or terminate Services for Client’s breach as provided in Section 12.3 of these Terms and Conditions and Sections 5.7, 13.2 and 13.3 of the Service Agreement. To the extent permitted by law, PGT may also terminate the Agreement immediately on written notice if Client becomes insolvent, makes an assignment for the benefit of creditors, has a trustee or receiver appointed, ceases to do business in the ordinary course, or is the subject of any bankruptcy or similar proceeding. A breach by Client of the Agreement is also a breach of any other agreement Client or its affiliates have with PGT.

12.3 Remedies. If any undisputed amount is more than fifteen (15) days past due and Client does not pay it within ten (10) days after PGT’s written notice of delinquency, or if Client fails to cure any other breach within the applicable cure period in Section 13.3 of the Service Agreement, PGT may, in addition to its other rights and to late charges under Section 10.10:

(a) suspend or block the Services, as provided in Section 5.7 or 13.2 of the Service Agreement;

(b) stop work under any SOW;

(c) require a deposit;

(d) if the past-due amount or breach is not cured within fifteen (15) days after suspension, terminate the affected Services by written notice, with Early Termination Fees due under Section 6.2 of the Service Agreement;

(e) repossess PGT-Owned Equipment; and

(f) take action to collect all amounts due, including wasted-trip and rescheduling charges under Section 3.6.

Suspension of voice Services will not disable 911 calling where technically feasible. Service suspended for nonpayment will be restored after Client pays all past-due amounts, the reconnection fee under Section 5.7 of the Service Agreement and any required deposit. PGT is not liable for any damages Client incurs while Service is suspended or terminated for nonpayment. If PGT brings litigation to collect amounts due, Client will pay PGT’s reasonable attorneys’ fees and collection costs unless Client prevails.

12.4 Early Termination Fees. Early Termination Fees are calculated and payable as set out in Section 6.2 of the Service Agreement.

12.5 Termination by Client for PGT’s Breach.

(a) Material Breach. Client may terminate an affected Service Order by written notice if PGT materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice from Client describing the breach in reasonable detail.

(b) Chronic Service Level Failure. It is also a material breach if the same Service falls below its monthly availability target in Section 7 for three (3) consecutive calendar months, as measured under Section 7 and excluding the events in Section 7.5. In that case, the cure period in Section 12.5(a) does not apply. Client may terminate the affected Service by written notice given within thirty (30) days after the end of the third consecutive month; if Client does not give notice within that period, this termination right ends for that occurrence.

(c) Effect of Termination. If Client terminates under this Section 12.5: (i) Client will not owe an Early Termination Fee for the terminated Service; (ii) Client remains responsible for all charges incurred through the termination date; and (iii) Client will return all rented PGT Equipment for the terminated Service under Section 9.2, and will pay any unpaid balance for Equipment Client is purchasing, including Equipment bundled into recurring charges.

13. AI and Technology Services

13.1 Compliance With AI Laws. If any artificial intelligence (“AI”) functionality is integrated into the Services (including but not limited to voicemail transcription, call route optimization, sentiment analysis, automated attendants, contact center analytics, fraud detection, and automated network routing and self-healing), PGT shall comply with applicable AI laws.

13.2 Transparency. Where required by law, PGT will:

• Clearly disclose to end users when AI is materially involved in interacting with them or making decisions that affect them.
• Provide plain-language descriptions of the AI functionality at the point of interaction, including any limits or risks.
• Enable customers to opt out of certain AI-based features where feasible by request to PGT Support.

13.3 Prohibited Use of AI. PGT shall not deploy any AI functionality that:

• Is intended to deceive, manipulate or coerce users into self-harm, harm to others or unlawful conduct.
• Discriminates against protected classes or individuals in violation of state or federal anti-discrimination laws.
• Violates user privacy or data protection laws through unauthorized data collection or interference.

13.4 Data and Model Protections.

(a) No Training. PGT will not use, and will not permit its AI vendors to use, Client Data, including call recordings, transcripts, prompts and outputs, to train or fine-tune any general-purpose or third-party AI model without Client’s written consent. This does not limit PGT’s use of aggregated, de-identified network performance data under Section 2.5(b).
(b) Data Minimization. AI features will use only the data reasonably needed for that feature, and will not use sensitive personal information, biometric identifiers, payment card data or authentication credentials unless needed for the feature and permitted by law.
(c) Retention and Deletion. PGT will keep AI inputs, outputs and logs only for the retention period stated in the product documentation or Service Order, and will delete or de-identify them when no longer needed or when the Agreement ends, subject to legal retention requirements and Section 14.8. Backup copies will be deleted in the ordinary course of backup rotation.
(d) Security. AI features are subject to the safeguards in Section 14.6, including encryption of Client Data in transit and at rest and access limited to personnel and vendors who need it.

13.5 Client Responsibilities Regarding AI. Customers using or enabling AI features (e.g., call recording with transcription, AI call screening or automated assistants) must:

• Notify their end users as required by law (e.g., in customer support or sales environments).
• Not use AI features for unlawful surveillance, or for automated decision-making in employment, healthcare or finance without a legal basis and transparency.
• Not tamper with or misrepresent the function of AI services provided by PGT.
• Review outputs before relying on them for consequential decisions or external communications. Do not use AI output as the sole basis for decisions affecting an individual’s employment, healthcare, credit, insurance, or other significant interests unless permitted by law and appropriate safeguards are in place

13.6 Audit and Oversight. PGT reserves the right to audit usage of AI-enabled features to ensure compliance with applicable AI laws. Misuse may result in suspension or termination of service.

14. Privacy and Regulatory Compliance

14.1 Personal Information. PGT acknowledges that in the course of providing its Services, it may receive certain personal information about Client and its end users, such as IP address and phone number. PGT will not sell any personal information provided or otherwise made available by Client, nor will PGT retain, use or disclose any such personal information for any purpose other than the specific purpose of providing the Services specified in the Agreement, including for a commercial purpose other than providing the Services, except as otherwise permitted by applicable law.

14.2 Individual Rights Requests. Unless prohibited by applicable law, PGT shall, as soon as reasonably practicable, forward to Client all requests or notifications received from individuals wishing to exercise their rights under applicable law with respect to their personal information. Unless otherwise required by applicable law, PGT’s only response to such a request shall be to inform the requestor that the request has been passed along to the appropriate party. If requested by Client, and except where prohibited under applicable law, PGT shall reasonably assist Client, at Client’s expense, in complying with Client’s obligations under applicable data protection laws related to individual rights.

14.3 Client Warranties. Client represents and warrants that it complies, and will continue to comply, with all applicable data protection laws; that it has a right to provide PGT with any personal information it makes available to PGT; and that, where required by applicable law, it has provided the appropriate notices and obtained the appropriate consents from individuals related to such personal information. Client shall indemnify, defend and hold harmless PGT from and against any and all claims, causes of action, liabilities, judgments, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or related to Client’s breach of the foregoing warranties.

14.4 Electronic Communications. Except as provided in Sections 14.6 through 14.8, PGT does not guarantee the confidentiality or privacy of communications transmitted over the public Internet or third-party networks connected to the Services. Client is responsible for analyzing, implementing, maintaining and monitoring security for its own sites and systems.

14.5 Payment Card Data (PCI DSS). To the extent applicable, Client acknowledges that PGT contracts with third-party service providers that are responsible for the security of cardholder data in their possession in compliance with the Payment Card Industry Data Security Standard (“PCI DSS”). PGT DISCLAIMS ALL WARRANTIES RELATING TO PCI DSS AND HAS NO LIABILITY FOR THE TRANSMISSION OF CARDHOLDER DATA, INCLUDING ANY ACTUAL OR ALLEGED VIOLATION OF PCI DSS. Client remains responsible for its own PCI DSS compliance, including segmentation of cardholder data environments.

14.6 Data Security. PGT will maintain commercially reasonable administrative, technical and physical safeguards designed to protect Client Data in PGT’s possession or control against unauthorized access, use, disclosure or loss, appropriate to the nature of the Services. Client is responsible for the security of its own systems, devices, credentials and user accounts, and for configuring the Services’ security features it controls.

14.7 Security Incident Notification. If PGT confirms unauthorized access to or acquisition of Client Data in PGT’s possession or control (a “Security Incident”), PGT will notify Client without undue delay, and in any event within seventy-two (72) hours after confirmation, will provide the information reasonably available to help Client meet its own notification obligations, and will take reasonable steps to contain and remediate the Security Incident.

14.8 Ownership and Return of Client Data. As between the Parties, Client owns all data, content, recordings, messages, voicemails and call records that Client or its users create, store or transmit through the Services (“Client Data”). PGT may use Client Data only to provide, support, secure and bill for the Services and as required by law. On request made within fifteen (15) days after a Service ends, PGT will make Client Data stored by that Service available for export in a standard format where the Service supports it, after which PGT may delete it, except for records PGT must keep by law. PGT may retain call detail and billing records as required for billing, tax and regulatory purposes.

14.9 Data Processing Addendum; Business Associate Agreement. Where PGT processes personal information on Client’s behalf that is subject to data protection laws requiring a written processing agreement, PGT’s Data Processing Addendum is incorporated into the Agreement. If Client is a covered entity or business associate under the Health Insurance Portability and Accountability Act (“HIPAA”) and will use the Services to create, receive, maintain or transmit protected health information, Client must notify PGT before doing so, and the Parties will sign PGT’s Business Associate Agreement. Client may not use the Services for protected health information until a Business Associate Agreement is signed.

15. CPNI Notification

PGT’s ability to deliver superior service is enhanced by having access to Client account records for marketing purposes, including using that information to offer additional products and services tailored to Client’s needs. Under federal law, Client has the right, and PGT has the duty, to protect the confidentiality of certain Client information relating to the telecommunications and interconnected Voice over Internet Protocol (“VoIP”) services (which permit VoIP Clients to both send and receive calls to and from traditional telephone networks) that Client purchases from PGT, how such services are used, the related charges for those services, and usage data and calling patterns associated with Client’s use of those services. This type of information is known as Customer Proprietary Network Information (“CPNI”). CPNI does not include directory information, such as a Client’s telephone number, name, address or primary advertising classifications, nor does CPNI include information about non-telecommunications services, such as equipment or broadband services.

TO ALLOW PGT TO USE AND SHARE YOUR CPNI WITH ITS AGENTS AND AFFILIATES FOR THIS PURPOSE, NO FURTHER ACTION IS REQUIRED. UNDER NO CIRCUMSTANCES WILL PGT OR ITS AUTHORIZED AGENTS SELL, TRADE OR SHARE YOUR CPNI WITH ANYONE ELSE, UNLESS REQUIRED BY LAW. IF, AT ANY TIME, YOU WOULD PREFER THAT PGT NOT USE YOUR CPNI TO OFFER YOU ADDITIONAL PRODUCTS AND SERVICES OUTSIDE OF THE CATEGORY OF SERVICES TO WHICH YOU CURRENTLY SUBSCRIBE, PLEASE CALL CLIENT SUPPORT AT 1-888-920-5685 TO REQUEST TO OPT OUT. ANY CLIENT REQUEST TO OPT OUT WILL NOT AFFECT THE SERVICES PROVIDED BY PGT.

16. E911 and Communication Disclosures

16.1 E911 Acknowledgement. FCC rules require providers to disclose the limitations of E911 service over VoIP, including hosted voice, SIP trunking, Microsoft Teams Direct Routing and Contact Center. Client must initial the E911 Notice in Section 3 of the Service Agreement before PGT activates any VoIP Service, and PGT may withhold activation until it receives the initialed acknowledgment. If Client adds VoIP Services later, the acknowledgment applies to them. If Client is not comfortable with these limitations, it should obtain an alternative means of reaching 911.

16.2 E911 Limitations, Liability, and Indemnity.

(a) Limitations. CLIENT ACKNOWLEDGES THAT PGT’S E911 SERVICE DIFFERS FROM TRADITIONAL 911 SERVICE AND WILL NOT WORK DURING A POWER OUTAGE, AN INTERNET OR BROADBAND OUTAGE, OR AFTER TERMINATION OF CLIENT’S ACCOUNT (SEE SECTION 6 AND THE E911 NOTICE IN THE SERVICE AGREEMENT). If Client’s account is suspended, PGT will keep 911 calling available where technically feasible (Section 12.3).

(b) Registered Location. 911 calls are routed, and emergency responders are dispatched, based on the location Client registers with PGT or that a user enters in a softphone or mobile app. Client is responsible for keeping each registered location accurate and current, and PGT is not responsible for the routing of a 911 call, or the dispatch of responders, to an outdated or incorrect location that Client or its users provided.

(c) Third Parties. PGT does not control how 911 calls are answered or handled by emergency response centers and is not responsible for their acts or omissions. PGT relies on third parties to route 911 calls and to maintain routing and location databases, and is not responsible for errors in their data or systems.

(d) Test Calls. Client will not place test calls to 911. Client may verify 911 routing and location by dialing 933 where available, or by arranging a test through PGT Support.

(e) Liability. PGT is entitled to all liability protections available under applicable law, including 47 U.S.C. § 615a. EXCEPT FOR PGT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PGT NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS IS LIABLE FOR ANY CLAIM, DAMAGE OR LOSS ARISING FROM OR RELATING TO 911 SERVICE, AND CLIENT WAIVES ALL SUCH CLAIMS.

(f) Indemnity. Client will indemnify the PGT Parties under Section 20 against all Losses arising from the absence, failure or outage of 911 service, or from inaccurate location information provided by Client or its users, except to the extent caused by PGT’s gross negligence or willful misconduct.

(g) Notice to Users. Client will inform all employees, visitors and other persons who may use the Services at its Premises of these limitations and of alternative ways to reach 911.

16.3 Multi-Line Telephone Systems and Dispatchable Location. Federal law (Kari’s Law and Ray Baum’s Act) and many state laws require owners and operators of multi-line telephone systems to allow direct dialing of 911 without a prefix, to notify a central location when someone dials 911, and to convey a dispatchable location with 911 calls. For hosted voice systems that PGT manages, PGT will configure direct 911 dialing, notification and location delivery based on the information Client provides. For systems Client owns or administers, including a Client PBX connected by SIP trunking and Microsoft Teams (including emergency addresses and network sites in the Teams admin center), Client is responsible for direct dialing, notification and dispatchable location unless the Service Order states that PGT manages them. PGT will provide a 911 warning label for each VoIP device, including replacements, and Client will place and keep a label on or near each device.

16.4 Mesh 911 and Wireless Networks. Emergency calling features delivered over managed wireless or mesh networks (including Mesh 911) are supplemental and not a substitute for traditional 911 service, a public safety radio system or a monitored alarm system. They depend on power, backhaul, user devices and network availability, and may not transmit accurate location information. Sections 16.1 through 16.3 apply to them.

16.5 Call Recording. Some Services let Client record calls or transcribe or analyze them (see Section 13). Laws on consent and notice for recording vary by state; Illinois and several other states require the consent of all parties, and the Federal Wiretap Act prohibits recording unless an exception applies. PGT makes no representation about Client’s use of recording features, disclaims all liability for it, and Client will indemnify PGT under Section 20 against all losses arising from Client’s recording of calls.

16.6 Music and Media. Client is solely responsible for obtaining any licenses required to play copyrighted audio or video, such as music on hold, through the Services.

16.7 Caller ID and Robocall Blocking. Client may display only telephone numbers it is authorized to use. PGT and other carriers may block, label or authenticate calls as required or permitted by FCC robocall and caller ID rules (including STIR/SHAKEN), and PGT is not responsible for how other carriers or apps label or block Client’s calls.

17. Intellectual Property and Confidentiality

17.1 Client IP. Client warrants that any intellectual property Client provides to PGT (“Client IP”) does not infringe any third party’s rights. Client grants PGT a non-exclusive license to use Client IP during the Service Term to provide the Services; any other use requires Client’s prior approval, which Client will not unreasonably withhold.

17.2 PGT Materials. All Equipment (including firmware, software, data and information provided, sold or leased by PGT), account identifiers and passwords, network designs and routing software, and all know-how, methodologies, processes, documentation templates and other intellectual property PGT uses to provide the Services (“PGT Materials”) remain the sole property of PGT or its suppliers. Client receives only a limited, non-exclusive, non-transferable license to use PGT Materials solely for its use of the Services, which ends when the Agreement ends. Client may not disassemble, decompile, reverse engineer, reproduce, modify or distribute PGT Materials, use them for any third party’s benefit, or disable or circumvent any security mechanism. Deliverables prepared specifically for Client under an SOW, such as as-built drawings, test results and site survey reports, may be used by Client for its internal purposes once paid for.

17.3 Software. Software provided with the Services is licensed to Client in object code form only, for its internal business use during the Service Term. Client may not copy, reverse engineer, decompile or attempt to learn its source code. When the Service ends, the license ends and Client will destroy all copies. Third-party software is also subject to its licensor’s EULA.

17.4 Confidentiality. Each Party will keep confidential, and use only for purposes of the Agreement, the other Party’s non-public information identified as confidential or that a reasonable person would understand to be confidential, including PGT’s pricing and PGT Materials and Client’s network information and credentials. This obligation does not apply to information that is public, already known to the recipient, independently developed, or required to be disclosed by law. Client may not issue a press release or public statement about the Agreement without PGT’s prior written consent.

18. Warranties

18.1 Service Warranty. PGT warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards for similar services.

18.2 Workmanship Warranty. PGT warrants that its Deployment and Professional Services workmanship will be free from material defects for ninety (90) days after completion of the applicable site or deliverable (or any longer period stated in the SOW, such as a manufacturer’s certified cabling warranty). Client’s sole remedy is for PGT, at its option, to re-perform the non-conforming work or refund the fees paid for it. This warranty does not cover damage caused by Client or third parties, changes not performed by PGT, or third-party equipment.

18.3 Equipment Warranties. Equipment warranties are limited to those in Sections 9.4 and 9.7.

18.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES IS A CREDIT ALLOWANCE UNDER SECTION 7. PGT PROVIDES ALL SERVICES “AS IS,” CLIENT USES THEM AT ITS OWN RISK, AND PGT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE. PGT DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE FROM THIRD-PARTY ATTACKS, OR THAT ANY COVERAGE, SPEED, RANGE OR CAPACITY ESTIMATE WILL BE ACHIEVED.

19. Limitation of Liability

PGT’s limitations of liability, and the exceptions to them, are set out in Section 14 of the Service Agreement and apply to all claims arising out of or relating to these Terms and Conditions or the Services.

20. Indemnification

Client will indemnify, defend and hold harmless PGT and its affiliates, officers, directors, employees, agents, subcontractors and suppliers (the “PGT Parties”) from and against all claims, actions, liabilities, judgments, losses, damages and expenses, including reasonable attorneys’ fees and court costs (“Losses”), arising out of or relating to: (a) any breach of Client’s representations, warranties or obligations under the Agreement; (b) any use or misuse of the Services by Client, its employees, agents, invitees, end users or other users of its account, including under Sections 4.4 and 4.5; (c) any content Client or its users post, transmit, access or use through the Services; (d) Client’s recording of calls under Section 16.5; and (e) the absence, failure or outage of 911 service under Section 16.2.

20.1 PGT Intellectual Property Indemnity. PGT will defend Client against any third-party claim that the Services or PGT Materials, as provided by PGT and used in accordance with the Agreement, infringe a U.S. patent, copyright or trademark or misappropriate a trade secret, and will pay any damages finally awarded or agreed in settlement. PGT has no obligation for claims arising from Client IP, Client-furnished equipment, modifications not made by PGT, combination with items not provided by PGT, or third-party products and services, which are covered only by any pass-through manufacturer indemnity. If a claim is made or likely, PGT may procure the right for Client to continue using the item, modify or replace it so it is non-infringing, or, if neither is commercially reasonable, terminate the affected Service and refund prepaid fees for the unused period. This Section states PGT’s entire obligation for infringement claims.

20.2 Indemnification Procedures. A Party seeking indemnification (the “Indemnified Party”) will (a) give the other Party (the “Indemnifying Party”) prompt written notice of the claim, although delay excuses the Indemnifying Party only to the extent it is prejudiced; (b) give the Indemnifying Party sole control of the defense and settlement of the claim, except that the Indemnifying Party may not settle any claim that admits fault by, or imposes a non-monetary obligation on, the Indemnified Party without its prior written consent, which will not be unreasonably withheld; and (c) provide reasonable cooperation at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense with counsel of its choice at its own expense.

21. Dispute Resolution

21.1 Negotiation. A Party with a dispute, claim or controversy relating to the Agreement or the Services, whether based in contract, statute, regulation, tort or any other theory, including the validity, enforceability or scope of this Section (a “Dispute”), will give the other Party written notice under Section 15 of the Service Agreement describing the Dispute and the relief sought. The Parties’ account contacts will meet (in person or remotely) and negotiate in good faith for thirty (30) days after the notice. If the Dispute is not resolved, either Party may escalate it to an executive of each Party with authority to settle it, who will meet within fifteen (15) days after escalation. Billing disputes must first be submitted under Section 5.5 of the Service Agreement; this Section applies only if the billing dispute is not resolved under that Section.

21.2 Mediation. If the Dispute is not resolved within sixty (60) days after the original notice, either Party may propose non-binding mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures, or by another mediator the Parties agree on. If both Parties agree to mediate, neither may start arbitration until the mediation ends, and the Parties will share the mediator’s fees equally. Statements made in negotiation or mediation are confidential and may not be used as evidence in any later proceeding.

21.3 Binding Arbitration. The Services are provided for business and commercial purposes only and not for personal, family or household use. Client represents that it is acquiring the Services for business purposes, and the Parties agree that this Section 21 applies to a commercial relationship between businesses. Any Dispute not resolved under Sections 21.1 and 21.2 will be resolved by binding arbitration before a single arbitrator administered by the AAA under its Commercial Arbitration Rules. Disputes that qualify under those rules, including claims below the dollar threshold they set, will proceed under the AAA’s Expedited Procedures. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will take place in DuPage County, Illinois, or remotely if the Parties agree. The arbitrator will apply Illinois law and the limitations of liability in the Agreement, will honor legal privileges, and will issue a written, reasoned award, which is final and binding and may be entered in any court with jurisdiction.

21.4 Costs. Each Party will pay its own attorneys’ fees and costs, and the Parties will share the AAA’s fees and the arbitrator’s compensation equally, except that the arbitrator may award the prevailing Party its reasonable attorneys’ fees, costs and share of arbitration fees.

21.5 Class Action Waiver. DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING, JOIN OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION AGAINST THE OTHER, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT CLIENTS.

21.6 Confidentiality. The existence, content and result of any arbitration are confidential, except as needed to enforce an award, comply with law, or inform a Party’s attorneys, auditors, insurers and lenders.

21.7 Exclusions. The following may be brought in court without first negotiating, mediating or arbitrating under Sections 21.1 through 21.3:

(a) actions to collect undisputed or past-due amounts, including Early Termination Fees;

(b) actions to recover PGT Equipment;

(c) individual claims within the jurisdiction of a small claims court;

(d) claims for injunctive or other equitable relief to protect a Party’s intellectual property, confidential information under Section 17.4, or network security, or to stop unauthorized use of the Services; and

(e) disputes over the validity of intellectual property rights.

Nothing in this Section 21 limits PGT’s rights to suspend or terminate Services under Section 12, or to apply late charges under Section 10.10, while a Dispute is pending. Court actions are subject to Sections 21.9 and 22.1.

21.8 Time Limit. Any claim by Client arising out of or relating to the Agreement or the Services must be brought within one (1) year after the event giving rise to it, or it is waived, except where a longer period is required by law. Shorter periods apply to: (a) billing disputes, which must be submitted within the sixty (60) days in Section 5.5 of the Service Agreement; and (b) requests for Service Outage Credits, which must be made within the periods in Section 7.7. This Section does not apply to PGT’s claims to collect amounts due, including Early Termination Fees, or to recover Equipment.

21.9 Jury Waiver; Severability. TO THE FULLEST EXTENT ALLOWED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE DECIDED IN COURT. If any part of this Section is found unenforceable, it will be severed and the rest enforced, except that if the class action waiver in Section 21.5 is found unenforceable, the affected claim will proceed in court, not in arbitration, and Section 21.5 will still apply to the extent allowed by law. This Section survives termination of the Agreement.

22. Miscellaneous

22.1 Governing Law and Venue. Illinois law governs the Agreement. Subject to Section 21, any related litigation will be brought only in the Illinois state courts located in DuPage County, Illinois, or the United States District Court for the Northern District of Illinois.

22.2 Assignment; Change in Control. Client may not assign the Agreement without PGT’s prior written consent, which will not be unreasonably withheld. PGT may assign the Agreement to any affiliate or successor. If control of Client changes, Client will notify PGT within thirty (30) days, and PGT may terminate the Agreement on thirty (30) days’ notice if the acquiring entity’s financial health is not at least equivalent to Client’s.

22.3 Force Majeure. PGT is not liable for delays or failures to perform caused by acts of God, fire, flood, severe weather, natural disaster, epidemic, labor disputes, utility or power failures, fiber cuts, cyberattacks, civil disturbances, terrorism, war, governmental actions (including permitting delays), supply-chain or equipment shortages, acts or omissions of third parties, or any other cause beyond its reasonable control. PGT’s time to perform is extended for a reasonable period after the event ends. If the event continues for forty-five (45) days or more, Client may cancel any Service Order for Services not yet delivered for which PGT has not offered a substitute.

22.4 Public-Sector and Funded Projects. Client will identify in the Service Order any work subject to prevailing wage, certified payroll, Davis-Bacon, Buy American, E-Rate, grant, small or disadvantaged business participation or other public-sector requirements. PGT’s pricing assumes none apply unless identified, and PGT may adjust price and schedule for requirements identified later. Government entities may be subject to additional terms required by law, which will be set out in the Service Order and control to the extent legally required.

22.5 Export Control. Client will comply with U.S. export laws, represents that neither it nor its employees, officers, directors or agents is on any U.S. government denied-party list, and will not permit use of the Services or Equipment in an embargoed country or in violation of export laws.

22.6 Anti-Corruption. Client has not received or been offered any improper payment, gift or thing of value from any PGT employee or agent in connection with the Agreement, other than reasonable and nominal gifts and entertainment in the ordinary course of business, and will promptly notify PGT’s Legal Department of any violation.

22.7 Non-Solicitation. During the Service Term and for twelve (12) months afterward, Client will not directly or indirectly solicit for employment or engage any PGT employee or subcontractor personnel who performed Services for Client, except through general advertisements not targeted at them. If Client breaches this Section, Client will pay PGT, as liquidated damages and not a penalty, thirty percent (30%) of that person’s first-year compensation.

22.8 Insurance. PGT maintains commercial general liability, workers’ compensation, automobile liability and technology errors and omissions insurance in amounts customary for its industry. Certificates are available on request; additional insured endorsements or higher limits required by Client may carry additional charges.

22.9 Entire Agreement. The Agreement is the entire understanding between PGT and Client about the Services and supersedes all prior proposals and agreements not expressly incorporated. Any Client purchase order terms are rejected and have no effect.

22.10 No Waiver; Partial Invalidity. A Party’s failure to enforce any right is not a waiver of that right. If any provision is held invalid, the remaining provisions stay in effect, and the Parties will negotiate a substitute provision consistent with their original intent.

22.11 Survival. Accrued payment rights, remedies and all provisions that by their nature should survive, including indemnification, confidentiality, warranty disclaimers, limitations of liability and dispute resolution, survive expiration or termination.

22.12 Independent Contractors. The Agreement does not create a joint venture, partnership, agency (except as stated in Section 3.1) or employment relationship. Neither Party may create an obligation on behalf of the other.

22.13 Notices. Notices to PGT must be sent as provided in Section 15 of the Service Agreement. Notices to Client may be sent to the Notice Contact in the Service Agreement or the address or email on the Service Order or Client’s account.

22.14 Regulatory Changes. If any law, regulation, court or agency order, or Tariff requirement adopted or changed after the Service Order date (a “Regulatory Change”) prohibits PGT from providing a Service, materially changes how it must be provided, or materially increases PGT’s cost of providing it, PGT may, on as much notice as is reasonably practicable: (a) modify the affected Service to the extent needed to comply; (b) pass through any resulting increase in cost, fees or surcharges; or (c) if compliance is not commercially reasonable, terminate the affected Service without liability. If a modification or cost pass-through under (a) or (b) materially and adversely affects Client, Client may terminate the affected Service without an Early Termination Fee by written notice within thirty (30) days after PGT’s notice.

22.15 Publicity. PGT may identify Client by name and logo as a PGT customer in customer lists, on its website, in marketing materials and in proposals, and may describe the Services provided in general terms. Client may withdraw this permission at any time by written notice, after which PGT will stop new uses within a reasonable time. Case studies, press releases, testimonials or quotes attributed to Client require Client’s prior written approval. Section 17.4 governs Client’s public statements about the Agreement.