PHONE CLOVER - TERMS OF SERVICE

Effective date and last updated: October 16, 2026

PLEASE READ CAREFULLY. These Terms contain an individual arbitration agreement and class-action waiver (Section 24), with a 30-day opt-out; limitations of our liability (Section 22); a notice that Phone Clover does not support 911 or emergency calling (Section 8); and your obligations for lawful calling, texting, recording and AI processing (Sections 9 and 10).

TABLE OF CONTENTS

1. Agreement and Acceptance
2. Definitions
3. Eligibility
4. The Services and Plans
5. Early Access Features
6. HighLevel
7. Your Telnyx Account
8. No 911 or Emergency Calling
9. Calling and Texting Compliance
10. Call Recording, Transcription and AI Notes
11. Fees and Billing
12. Refunds
13. Cancellation and Termination
14. Suspension
15. Customer Data and Privacy
16. Confidentiality
17. Intellectual Property and Feedback
18. License and Prohibited Uses
19. Third-Party Services
20. Disclaimer of Warranties
21. Indemnification
22. Limitation of Liability
23. Communications With You
24. Dispute Resolution; Arbitration; Class Waiver
25. Governing Law and Venue
26. Changes to These Terms
27. General Provisions
28. Contact

Exhibit A: Customer Data Processing Terms

1. AGREEMENT AND ACCEPTANCE

1.1 Parties. These Terms of Service ("Terms") are a contract between Phone Clover ("Company," "we," "us"), and the business that installs, subscribes to or uses the Services ("Customer," "you").

1.2 Acceptance. You accept these Terms by selecting an acceptance control in the App or on our website, signing an Order that incorporates them, completing an installation or purchase process that presents them, or using the Services after they have been presented to you. The person accepting represents that they are authorized to bind the Customer.

1.3 Agencies. An agency that installs the App at the agency level or purchases an agency Plan accepts these Terms for itself and is responsible for its Covered Subaccounts and their Authorized Users. It represents that it has each client's authority to connect that client's accounts and process its data, and that its client agreements permit the Services and impose use restrictions at least as protective as Section 18.2.

2. DEFINITIONS

• "AI Allowance" means the recorded-call minutes available each calendar month for AI Notes under Section 4.3.
• "AI Notes" means automatic transcription and AI-generated summaries of eligible recorded calls.
• "App" means the Phone Clover application for HighLevel, including its browser phone, settings, dashboard and related software.
• "Authorized User" means a person you permit to use the Services, including your administrators and representatives.
• "Contact" means a person who calls or texts you, or whom you call or text, through the Services. Contacts are not parties to these Terms.
• "Covered Subaccount" means a HighLevel subaccount covered by your Plan.
• "Customer Data" means information supplied to, generated by or processed through the Services on your behalf, including contact information, call records, Recordings, voicemails, messages, attachments, Transcripts, summaries, outcomes, notes and settings.
• "Early Access Feature" means a feature identified on our website, in the App or in your Order as early access, pilot, beta, experimental or upcoming.
• "HighLevel" means the third-party HighLevel platform, also known as GoHighLevel, and its related services.
• "Order" means the Plan, price, billing frequency and Covered Subaccounts confirmed at checkout, and any written order accepted by both parties.
• "Plan" means a software subscription described in Section 4 and your Order.
• "Recordings" means audio recordings of calls. "Transcripts" means text transcriptions of Recordings.
• "Services" means the App, our website, documentation, support and related services we provide.
• "Telnyx" means Telnyx LLC and its affiliates. "Telnyx Account" means a Telnyx account you own or are authorized to administer and connect to the Services.

3. ELIGIBILITY

You must be at least 18 years old and use the Services only for business purposes. The Services are not offered for personal, family or household use. You must provide accurate account information, safeguard credentials within your control, and ensure your Authorized Users comply with these Terms. You are responsible for all activity under your accounts and Covered Subaccounts.

4. THE SERVICES AND PLANS

4.1 What we provide. Phone Clover is software that connects HighLevel with your Telnyx Account for calling, texting, number management and related functions. Telnyx, not Phone Clover, supplies your phone numbers and carries your calls and texts, and HighLevel supplies your CRM platform.

4.2 Plans. Monthly software prices, in US dollars:

• Texting includes business texting through your Telnyx Account; integration with HighLevel Conversations; contact synchronization; Telnyx connection and number-management tools; and messaging controls, including opt-out and do-not-disturb handling and quiet-hours settings.
• Base includes Texting plus incoming and outgoing desktop browser calls; voicemail; incoming and outgoing call recording; optional recording announcements; call forwarding; call history and logging in HighLevel; and manual call notes synchronized to HighLevel.
• Pro includes Base plus supported call transfers; click-to-call from supported HighLevel contact and opportunity controls; sequential calling lists; round-robin and advanced routing; automatic missed-call text responses; caller-ID assignment for individual representatives; custom outcomes with tags and follow-up tasks; analytics, reporting and CSV export; and AI Notes.
• Growth 5, Growth 10 and Scale provide Pro for up to the stated number of Covered Subaccounts. Unused slots do not reduce the price. Adding subaccounts above the limit requires a Plan change.

Prices shown are Phone Clover’s software subscription fees in US dollars, excluding applicable taxes. Any additional platform fees or agency reseller charges must be disclosed before purchase and are governed by the applicable provider’s terms. Phone Clover does not set charges imposed independently by those providers.

"Unlimited representatives" means no per-representative Phone Clover fee within a Covered Subaccount. It does not mean unlimited Telnyx usage or AI processing. Features described as upcoming, including workflow, bulk and mobile-app texting, are not included unless your Order expressly includes them.

4.3 AI Allowance.

(a) Each Covered Subaccount on Pro, Growth 5, Growth 10 or Scale receives 1,000 recorded-call minutes per calendar month for transcription and summaries together. A recording counts once against this allowance. (b) Allowances belong to each Covered Subaccount and are not pooled or transferable. (c) Allowances reset on the first day of each month at 00:00 UTC, regardless of your billing date. Unused minutes do not roll over. (d) A complete recording must fit within the remaining allowance to be processed. When the allowance is used up, AI processing pauses until the next reset; calling and recording continue. (e) Additional AI minutes and automatic overage billing are not currently offered. The allowance does not guarantee that every recording will be eligible or processed.

4.4 Separate charges. Plan fees cover Phone Clover software only. They do not include your HighLevel subscription or any Telnyx or carrier charges, including number rental, calling, messaging, recording, answering-machine detection and carrier-registration fees, which are payable under your agreements with those providers.

5. EARLY ACCESS FEATURES

Early Access Features may be incomplete, unstable or available only on approved installations. We may change or withdraw them, and we do not promise when any upcoming feature will be delivered. Early Access Features are provided as available, without any uptime or support commitment. This does not remove a feature that your Order expressly commits to provide.

6. HIGHLEVEL

6.1 Independent app. Phone Clover is an independent application. We are not affiliated with, sponsored by or endorsed by HighLevel or Telnyx. HighLevel and Telnyx are trademarks of their owners.

6.2 Permissions. Installing the App permits us to use the HighLevel permissions you approve to provide the Services, including reading and writing contacts, conversations, call logs, notes, tags, tasks, opportunities and user and subaccount identifiers. You represent that you have authority to grant them.

6.3 Dependencies. Your use of HighLevel is governed by your agreement with HighLevel. HighLevel may change its interfaces, permissions or availability, which may affect the App. We are not responsible for HighLevel's acts, outages, policies or changes.

7. YOUR TELNYX ACCOUNT

7.1 Direct relationship. Telnyx bills the account holder directly. You are responsible for all charges on your Telnyx Account, including charges from features you enable and actions your Authorized Users take through the Services. Raise disputes about Telnyx's charges with Telnyx.

7.2 Limited authorization. When you connect your Telnyx Account, you authorize us to perform the actions needed for the features you enable and the requests you submit, including verifying credentials; reading account details and balance; configuring voice and messaging profiles; assigning and routing numbers you select; purchasing numbers you select; submitting registrations, hosted-messaging requests and caller-name settings you approve; and transmitting calls and texts you initiate or configure.

7.3 Routing and disconnection. Connecting a number changes how its calls and texts are routed and may stop delivery to any system that used it before. Disconnecting or uninstalling may interrupt service and does not release numbers, cancel Telnyx services or stop Telnyx charges. You are responsible for restoring routing in Telnyx.

7.4 Credentials. Protect your Telnyx API key and other credentials, and never send them by email. If you suspect exposure, revoke or rotate them immediately and notify us.

7.5 Cost controls. Cost displays and spend limits depend on Telnyx data and settings. They may not stop all charges and are not a guarantee of final charges.

7.6 Company-managed accounts. If we allow you to use numbers or services on a Telnyx account managed by us, that use is temporary and at our discretion; those numbers are not assigned to you and may not be ported without our written agreement; registrations made on that account do not transfer; and we may require you to move to your own Telnyx Account on notice, or suspend that use immediately for legal, carrier or abuse risk. Any separate written terms for that arrangement control. All of your obligations under these Terms apply to that use.

8. NO 911 OR EMERGENCY CALLING

PHONE CLOVER DOES NOT SUPPORT 911, E911 OR ANY OTHER EMERGENCY CALLING. DO NOT USE THE BROWSER PHONE OR ANY PHONE CLOVER NUMBER TO CALL EMERGENCY SERVICES. An emergency call may fail, be delayed or be routed without your location.

You must keep a regular landline or mobile phone available for emergencies wherever the App is used, and inform every Authorized User of this limitation. Do not configure Phone Clover as a life-safety, emergency-dispatch or medical-alert system. By accepting these Terms you acknowledge that you have read and understood this Section, and you agree that we are not liable for any failure or inability to reach emergency services through the Services.

9. CALLING AND TEXTING COMPLIANCE

9.1 You are the sender. All calls and texts placed or sent through the Services are made by you, in your name and on your behalf. You determine the recipients, content, timing and purpose of every communication. You are responsible for complying with all applicable laws and rules, including the Telephone Consumer Protection Act and FCC rules, do-not-call requirements, the Telemarketing Sales Rule, state calling-hour and telemarketing laws, caller-ID laws, CAN-SPAM, the laws of every country you contact, and Telnyx and carrier requirements.

9.2 Consent and opt-outs. Obtain and keep records of any consent required before contacting a Contact, including prior express written consent where required for marketing. A number in your CRM, a past transaction or a missed call does not by itself establish consent. Honor every opt-out promptly and within the time required by law, whether made by STOP reply, by voice or by any other reasonable method, and apply it across your numbers and pending messages. Do not re-add an opted-out Contact without a valid basis.

9.3 Controls are not guarantees. Do-not-disturb checks, suppression, calling-hour and quiet-hour settings, landline checks and spam screening depend on your configuration and on HighLevel and Telnyx data. They are aids, not a certification of compliance. You may not disable or bypass a control to make a prohibited communication.

9.4 Calling lists and automated messages. You are responsible for determining whether any dialing or telemarketing law applies to your use of calling lists. You may not use the Services for prerecorded or artificial-voice calls or voicemail drops to Contacts, other than recording announcements and voicemail greetings you configure.

9.5 Registration. Provide truthful registration materials and use an approved number and campaign for each messaging purpose. Telnyx, The Campaign Registry and carriers decide approval and may reject, filter, throttle or suspend traffic at their discretion. That is outside our control and is not a breach of these Terms.

9.6 Failed texts and number rotation. You may not rotate numbers, spread traffic across numbers or retry a message to evade filtering, blocking, opt-outs, sending limits or registration requirements. Any retry tool may be used only for a technical failure the provider permits you to retry, after checking current consent and suppression. A message that was blocked or sent to an opted-out recipient may not be retried from another number.

9.7 Number documents. By submitting a letter of authorization, bill or other verification document, you represent that you are authorized to administer the number and that the document is accurate.

9.8 International use. You must meet each country's identity, address, registration, consent, calling, recording and data-transfer requirements before obtaining or using a number there or contacting a person there.

9.9 Caller ID and missed-call texts. Display only caller-ID names and numbers you are authorized to use, and do not mislead recipients. Use missed-call text responses only for a lawful purpose and after checking suppression; a missed call is not consent to marketing.

9.10 No legal advice; information requests. Our documentation, defaults and support are not legal advice. You will provide information we reasonably request to investigate suspected misuse or verify compliance.

10. CALL RECORDING, TRANSCRIPTION AND AI NOTES

10.1 Notice and consent. Recording is turned on through your settings. You are solely responsible for giving every notice and obtaining every consent required by law before a call is recorded, transcribed or processed by AI, including under California's and other states' all-party-consent laws, and for notifying new participants added by transfer. Your acceptance of these Terms is not consent by any Contact. Recording announcements are a tool we provide; disable one only if you have another lawful notice and consent process in place. If a participant refuses consent, do not record the call.

10.2 AI processing. When AI Notes is enabled, eligible Recordings are processed after the call by our AI infrastructure provider, identified in our Privacy Policy, to produce Transcripts and summaries, which are written to the HighLevel contact. We do not use Customer Data to train AI models, and we do not permit our AI provider to use it to train or improve any model or service.

10.3 Accuracy. Transcripts and summaries may contain errors, omissions, unsupported statements and incorrect speaker attribution. Review them before relying on them. Do not use AI output as the sole basis for a decision affecting a person's legal rights, employment, credit, housing, insurance or health. Very short, silent, oversized or otherwise unsuitable recordings may not be processed.

10.4 Access. You control which Authorized Users can access Recordings, exports and links, and you are responsible for your disclosures. Changing a setting does not delete existing copies in HighLevel, Telnyx or exports; Section 15.5 governs deletion.

11. FEES AND BILLING

11.1 Recurring subscription. YOUR PLAN RENEWS AUTOMATICALLY EACH MONTH AT THE PRICE IN YOUR ORDER, PLUS APPLICABLE TAXES, UNTIL YOU CANCEL. Fees are charged in advance through HighLevel Marketplace billing, and HighLevel's marketplace terms also apply to your purchase. By purchasing, you authorize these recurring charges.

11.2 Early-access price. If a price is expressly offered as locked for your subscription, it applies to the same Plan for as long as that subscription remains continuously active and in good standing. It ends if you change Plans, cancel or let the subscription lapse.

11.3 Price changes. Subject to Section 11.2, we may change prices for future billing periods on at least 30 days' notice. If you do not agree, cancel before the change takes effect.

11.4 Taxes. You are responsible for applicable taxes, excluding taxes on our net income.

11.5 Failed payments and Plan changes. We may suspend paid features for nonpayment. Upgrades, downgrades and any proration take effect as disclosed when you make the change. Notify us promptly of any suspected billing error.

12. REFUNDS

Fees are nonrefundable except as required by law, by an applicable HighLevel Marketplace policy, or by Section 13.3. If the Services are not working as described for you, contact support@phoneclover.com. We will review the situation and work with you to resolve it, and if we cannot, we may issue a full or partial refund at our discretion. We cannot refund HighLevel or Telnyx charges.

13. CANCELLATION AND TERMINATION

13.1 Your cancellation. You may cancel at any time using the cancellation control for your Phone Clover subscription in HighLevel, or by emailing support@phoneclover.com with enough information to identify the subscription. If you cancel by email, we will confirm the cancellation and its effective date, and we will not charge a further period because of any delay on our side. Access continues through the current billing period.

13.2 Uninstalling. Uninstalling the App or revoking access may stop the Services immediately but does not by itself cancel billing. Confirm your cancellation in HighLevel. Canceling Phone Clover does not cancel HighLevel, release Telnyx numbers, stop Telnyx charges or restore prior routing.

13.3 Termination by us. We may terminate or discontinue the App on 30 days' notice, with a prorated refund of prepaid software fees for the unused period. We may terminate after 10 days' notice if you fail to cure a material breach. We may terminate immediately if you breach Section 9 or 18.2, if the law, Telnyx, a carrier or HighLevel requires it, or to address fraud or a serious security risk.

13.4 Effect. When these Terms end, your access ends and amounts owed remain payable. Export any data you need before access ends. Data already in your HighLevel and Telnyx accounts remains yours and under your control. The Services are not a substitute for your own records and backups.

14. SUSPENSION

We may suspend all or part of the Services for nonpayment, a breach of these Terms, a security or abuse risk, unlawful traffic, or a legal or provider requirement. Where practicable we will tell you the reason and how to resolve it, and we will restore the Services once it is resolved.

15. CUSTOMER DATA AND PRIVACY

15.1 Your data. As between the parties, you retain your rights in Customer Data. You represent that you have the rights and authority needed to provide it and to instruct its processing.

15.2 Our use. We process Customer Data only to provide, support and secure the Services under your configuration and instructions, investigate abuse and comply with law. We do not use communications content for advertising, profiling or model training. We may use aggregated, de-identified usage statistics that cannot reasonably identify you or any person to operate and improve the Services.

15.3 Roles. For personal information in Customer Data, you are the business or controller and we are your service provider or processor, under Exhibit A. You are responsible for providing any notice and obtaining any permission your processing requires. We separately control website, account, billing and support information as described in our Privacy Policy.

15.4 Security and incidents. We maintain reasonable safeguards, including encrypted storage of HighLevel tokens and Telnyx API keys, restricted personnel access and expiring links for Recordings. We will notify you immediately following discovery of a breach affecting Customer Data in our control, and provide available information and reasonable cooperation. No security measure is perfect.

15.5 Retention and deletion. Recordings, voicemails and attachments are deleted automatically 400 days after creation. We delete or de-identify remaining Customer Data within 90 days after you uninstall the App or these Terms end, or sooner on your verified request, except records we must keep by law, such as opt-out and billing records. Copies in your HighLevel and Telnyx accounts are controlled by you and those providers, not by us.

15.6 Restricted information. Do not use the Services to collect or store payment card numbers, government identification numbers or authentication secrets, except number-registration documents submitted through our process. You may not use the Services to create, receive, maintain or transmit protected health information under HIPAA. We do not sign business associate agreements. Notify us promptly if restricted information is submitted.

15.7 Privacy Policy. Our Privacy Policy at https://phoneclover.com/privacy describes how we handle personal information. It is a notice, not consent by any Contact, and it does not expand our rights under these Terms or Exhibit A.

16. CONFIDENTIALITY

Each party will protect the other's nonpublic information with reasonable care, use it only to perform these Terms, and disclose it only to people who need it and are bound by confidentiality duties, or as required by law with advance notice where lawful. This does not apply to information that is public, already known, independently developed or lawfully received from another source. Customer Data and credentials are your confidential information. These obligations continue for three years after termination, and for as long as personal information, credentials or trade secrets are retained or protected.

17. INTELLECTUAL PROPERTY AND FEEDBACK

17.1 Ours. We and our licensors own the App, software, designs, documentation and Phone Clover branding. You receive only the rights expressly granted in these Terms. Third-party and open-source components remain subject to their licenses.

17.2 Yours. You retain your rights in your content, trademarks and Customer Data, and you may use outputs generated for your account. AI outputs may not be unique or protectable.

17.3 Feedback. We may use your suggestions and feedback for any purpose without payment or attribution. This does not permit use of Customer Data or your confidential information.

18. LICENSE AND PROHIBITED USES

18.1 License. While your Plan is active and paid, we grant you a limited, nonexclusive, nontransferable right to use the Services for your business and your Covered Subaccounts. It ends when your Plan ends and may be suspended under Section 14.

18.2 Prohibited uses. You will not, and will not allow anyone to:

(a) use the Services as an emergency-dispatch or life-safety system, or misrepresent their emergency-calling capability; (b) send unlawful or unsolicited communications, or bypass consent, suppression, calling-hour, registration, filtering or sending-limit requirements; (c) place prerecorded or artificial-voice calls to Contacts, impersonate another sender, or use unauthorized or misleading caller ID; (d) send illegal, fraudulent, deceptive, abusive or harassing content, or content prohibited by Telnyx or carrier rules; (e) record, transcribe or process communications without required notice and consent; (f) use AI Notes in violation of law or the acceptable-use policies of the underlying AI models; (g) access another customer's data, share credentials improperly, introduce malicious code, interfere with the Services, or bypass security or subscription limits; (h) copy, reverse engineer or extract the App's source code or design, or use the Services to build a competing product, except as law or an open-source license permits; or (i) resell, sublicense, rebrand or white-label the App outside your Covered Subaccounts without our written agreement.

18.3 Agencies. You may give authorized clients access through the Covered Subaccounts in your agency Plan. You must obtain their authorizations, manage their access and ensure they comply with these Terms.

19. THIRD-PARTY SERVICES

The Services depend on HighLevel, Telnyx, carriers, registries, hosting and AI infrastructure providers. Your accounts with those providers are governed by your agreements with them. We do not control their services and are not responsible for their acts, omissions, outages, charges, policy changes or discontinued features. Our use of subcontractors does not reduce our obligations under Exhibit A.

20. DISCLAIMER OF WARRANTIES

EXCEPT FOR EXPRESS COMMITMENTS IN THESE TERMS OR YOUR ORDER, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. We do not guarantee uninterrupted or error-free operation, AI accuracy, delivery of every call or message, complete logging, or any business result.

21. INDEMNIFICATION

21.1 By you. You will defend, indemnify and hold harmless the Company and its owners, officers, employees and contractors from all third-party claims, and related damages, penalties, settlements, costs and reasonable attorneys' fees, arising from:

(a) the content, recipients, timing or legal compliance of calls and texts placed or sent through the Services; (b) the recording, transcription or AI processing of calls; (c) your numbers, caller-ID information, registrations, documents and Telnyx Account; (d) any use or attempted use of the Services to reach emergency services; (e) the acts of your Authorized Users and, if you are an agency, your Covered Subaccounts and clients; (f) content you supply that infringes another person's rights; or (g) your breach of these Terms or violation of law.

21.2 Exception. You are not required to indemnify us to the extent a claim results from our fraud, willful misconduct, gross negligence or violation of law, or our breach of Exhibit A.

21.3 Procedure. We will give you reasonably prompt notice of a claim and allow you to control the defense with counsel reasonably acceptable to us. Delayed notice reduces your obligation only to the extent it prejudices the defense. You may not settle a claim in a way that imposes an admission or obligation on us, or does not fully release us, without our written consent, which we will not unreasonably withhold. Your obligations under this Section are not limited by Section 22.

22. LIMITATION OF LIABILITY

22.1 Cap. SUBJECT TO SECTION 22.3 AND TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF THE PHONE CLOVER SOFTWARE FEES YOU PAID IN THE THREE (3) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS ($100).

22.2 Excluded damages. SUBJECT TO SECTION 22.3, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, LEADS, DATA OR BUSINESS OPPORTUNITIES, OR FOR HIGHLEVEL OR TELNYX CHARGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

22.3 Exceptions. Sections 22.1 and 22.2 do not limit liability for fraud, willful injury, gross negligence, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited, including under California Civil Code Section 1668; your payment and indemnification obligations; or our refund obligations under Section 13.3.

22.4 Allocation of risk. Our fees reflect this allocation of risk. If any part of this Section is held unenforceable, it will be enforced to the maximum extent permitted.

23. COMMUNICATIONS WITH YOU

We may send account, setup, billing, security and legal notices to your account email, through the App or through HighLevel. Keep your contact information current. You agree to use electronic records and signatures for these Terms and all related communications under the federal E-SIGN Act and the California Uniform Electronic Transactions Act. Accepting these Terms is not consent to marketing calls or texts; marketing emails include an unsubscribe link.

24. DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER

24.1 Informal resolution. Before starting arbitration, a party must send the other written notice describing the dispute, the account and the relief sought, and negotiate in good faith for 30 days. Send notice to support@phoneclover.com and the address in Section 28. Limitation periods are paused during this period to the extent permitted by law.

24.2 Arbitration. Except as stated in Section 24.3, any dispute arising from or relating to these Terms or the Services will be resolved by final, binding, individual arbitration before a single arbitrator administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or its Consumer Arbitration Rules if the AAA determines they apply. The arbitrator decides all issues, including the scope, validity and enforceability of this Section, except that a court decides any dispute about Sections 24.3(c), 24.4 or 24.5. The Federal Arbitration Act governs this Section.

24.3 Exceptions. Either party may (a) bring an individual claim in small claims court; (b) seek temporary or preliminary court relief to protect intellectual property or confidential information; and (c) seek public injunctive relief in court where that right cannot lawfully be waived, which will be stayed until any related individual arbitration is complete to the extent permitted by law. Nothing prevents a complaint to a government agency.

24.4 Class waiver. TO THE EXTENT PERMITTED BY LAW, CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. If this waiver is unenforceable as to a claim, that claim will proceed in court and all others will remain in individual arbitration. Class arbitration is never permitted without both parties' written consent.

24.5 Mass filings. If 25 or more similar demands are filed against us by or with the coordination of the same or related counsel, they will be administered under the AAA Mass Arbitration Supplementary Rules and may be heard in batches.

24.6 Fees and location. For a claim of US $75,000 or less, we will pay AAA filing, administrative and arbitrator fees above the filing fee you would pay in California superior court, unless the arbitrator finds the claim frivolous. Arbitration will take place in California, at a location the AAA selects with due regard to your place of business, and hearings may be held by videoconference. Each party bears its own attorneys' fees unless law provides otherwise.

24.7 Opt-out. You may opt out of this Section 24 by emailing support@phoneclover.com within 30 days after first accepting these Terms, stating your business name, account email and "I opt out of arbitration." Opting out does not affect any other part of these Terms.

25. GOVERNING LAW AND VENUE

These Terms are governed by California law, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 24. For matters not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts for California.

26. CHANGES TO THESE TERMS

We may update these Terms prospectively. We will give at least 30 days' notice of a material change by email or through a conspicuous notice in the App. A material change applies to an existing subscription from the first renewal after the notice period, and you may cancel before then. Changes do not apply to claims that have already arisen. A material change to Section 24 requires your affirmative acceptance and gives you a new 30-day opt-out. Non-material changes take effect when posted.

27. GENERAL PROVISIONS

27.1 Notices. We may give notice to your account email, through the App or through HighLevel. You must give notice to support@phoneclover.com. Notice to the email on file is effective.

27.2 Events beyond control. Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, government action, and internet, carrier, utility, HighLevel or Telnyx outages. This does not excuse payment for Services delivered.

27.3 Assignment. You may not assign these Terms without our written consent, which we will not unreasonably withhold. We may assign them in a merger, acquisition, reorganization or sale of assets.

27.4 No third-party beneficiaries. Except for the persons indemnified under Section 21, these Terms create no rights for anyone other than the parties, including Contacts.

27.5 Relationship. The parties are independent contractors. Neither may bind the other, except for the actions you authorize under Section 7.2.

27.6 Severability and waiver. Except as stated in Section 24, an unenforceable provision will be narrowed to the minimum extent necessary and the rest will remain in effect. A failure to enforce a provision is not a waiver.

27.7 Survival. Provisions that by their nature should survive termination survive, including Sections 7.1, 8, 12, 13.4, 15 through 17, and 20 through 27, and Exhibit A while we retain Customer Data.

27.8 Entire agreement. These Terms, Exhibit A and your Order are the entire agreement between the parties and supersede all prior statements, proposals, website descriptions and marketing materials. Exhibit A controls on the processing of Customer Personal Information, and your Order controls on price, Plan and Covered Subaccounts. HighLevel's and Telnyx's terms govern your separate relationships with them.

28. CONTACT

Phone Clover, 30 N Gould St STE R, Sheridan, WY 82801

Email: support@phoneclover.com Website: https://phoneclover.com

EXHIBIT A: CUSTOMER DATA PROCESSING TERMS

A1 Scope and roles. "Customer Personal Information" means personal information in Customer Data that we process on your behalf. You act as the business or controller and we act as your service provider, contractor or processor. If you act for another business, you represent that you are authorized to instruct us as its subprocessor. CCPA terms have their statutory meanings.

A2 Business purposes. You disclose Customer Personal Information to us solely to connect your HighLevel and Telnyx accounts; synchronize contacts and conversations; route your calls and messages; provide recording, voicemail and AI Notes when enabled; maintain call histories, notes, outcomes, tags, tasks and reports; manage permissions and suppression; provide support you request; and secure these functions. These Terms, your settings and your support requests are your instructions. We will tell you if we believe an instruction violates data-protection law.

A3 Restrictions. We will not sell or share Customer Personal Information; retain, use or disclose it for any purpose other than the purposes in A2, or outside our direct business relationship with you; or combine it with personal information from other sources, except as the CCPA permits. We will comply with the CCPA's obligations for service providers and provide the same level of privacy protection the CCPA requires of you. We certify that we understand and will comply with these restrictions.

A4 Personnel and security. Only personnel who need access for a purpose in A2 and are bound by confidentiality may access Customer Personal Information. Section 15.4 governs security and incident notice.

A5 Assistance. You will relay requests that need our help with enough information to identify the records. We will reasonably assist you in responding to access, correction, deletion and other privacy-rights requests. A request we receive directly from a Contact will be referred to you unless the law requires us to respond.

A6 Oversight. You may take reasonable and appropriate steps to confirm that we process Customer Personal Information in compliance with this Exhibit, which we may satisfy by answering a reasonable written questionnaire no more than once a year. We will notify you if we can no longer meet our obligations, and you may then direct us to stop and remediate any unauthorized processing.

A7 Subprocessors. You authorize the subprocessors listed in our Privacy Policy, including our AI infrastructure provider. We will bind each subprocessor to written terms at least as protective as this Exhibit and remain responsible for its performance. We will notify you of any new subprocessor by updating that list and emailing you. If you object on reasonable data-protection grounds and we cannot resolve the objection, you may terminate the affected Plan and receive a prorated refund of prepaid fees for the unused period. HighLevel and Telnyx accounts you contract for directly are not our subprocessors.

A8 Deletion. On your verified request or when these Terms end, we will delete or de-identify Customer Personal Information under Section 15.5 and direct our subprocessors to do the same, except where the law requires retention. Data awaiting deletion in backups will remain protected and will not be used.

A9 De-identified data and legal demands. We will keep any de-identified data in a form that cannot reasonably be re-identified and will not attempt to re-identify it. If the law compels us to disclose Customer Personal Information, we will disclose only what is required and notify you where legally permitted.