Master Services Agreement

1. Purpose and Contract Structure

1.1 Purpose

Dove provides telecommunications, VoIP, SMS and messaging, managed IT and MSP services, cybersecurity-related services, cloud and subscription services, structured cabling, physical security, access control, alarm, video surveillance, monitoring, AI-enabled services, and related implementation, support, and consulting services. For applicable California VoIP and telecommunications offerings, Dove operates under CPUC Utility ID 1772 and Utility Type DVF. Some Services are performed directly by Dove, and some are enabled, hosted, licensed, monitored, or supported in whole or in part by third parties.

This Agreement sets the general legal and commercial terms that apply to those Services.

1.2 Modular Contract Package

The parties intend this Agreement to function as part of a modular contract package. Depending on the transaction, that package may include some or all of the following:

Document	Purpose
Quote / Order Form	Identifies the specific Services, products, pricing, assumptions, term, and commercial details purchased by Client
Master Services Agreement	Provides the core legal and commercial terms governing the relationship
Service-Specific Terms	Applies additional terms for particular service lines, including telecom/VoIP/SMS, security/alarm/monitoring, MSP/cyber/cloud, AI-enabled services, and other applicable offerings
Privacy Policy	Describes Dove’s general privacy and data-handling practices
Statements of Work / Change Orders / Addenda	Adds project-specific scope, assumptions, implementation details, and commercial changes

1.3 Separate Orders

This Agreement does not itself obligate Dove to provide any minimum quantity of Services. Dove’s obligation to provide Services arises only when Client accepts a Quote or other ordering document.

2. Definitions

For purposes of this Agreement:

• “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

• “Client Data” means data, content, communications, recordings, images, logs, configurations, prompts, inputs, instructions, credentials, phone numbers, messages, and other information provided by or on behalf of Client or processed through the Services on Client’s behalf.

• “Dove Materials” means Dove’s preexisting or independently developed tools, templates, scripts, automations, prompts, playbooks, configurations, documentation, methods, processes, know-how, software, and related intellectual property.

• “Environment” means Client’s systems, devices, applications, networks, cloud environments, telecom systems, security systems, access-control systems, websites, accounts, recordings, data stores, and physical or virtual infrastructure relevant to the Services.

• “Quote” means any quote, proposal, order form, statement of work, service order, accepted estimate, change order, renewal, online order, click-through order, or similar ordering document accepted by Client.

• “Services” means the services, products, subscriptions, equipment, licenses, support, labor, monitoring, connectivity, software, maintenance, or deliverables identified in a Quote.

• “Service-Specific Terms” means the additional terms applicable to certain categories of Services, including telecom/VoIP/SMS, security/alarm/monitoring, MSP/cyber/cloud, AI-enabled services, and other applicable offerings.

• “Third Party Provider” means any upstream provider, carrier, manufacturer, licensor, cloud platform, monitoring center, software vendor, OEM, registrar, aggregator, marketplace, data provider, distributor, or other third party involved in the provision or enablement of Services.

• “Third Party Services” means any service, software, subscription, carrier service, cloud feature, monitoring service, data feed, API, hardware, firmware, or functionality provided by a Third Party Provider.

3. Scope of Agreement

3.1 Included Services

Only the Services expressly identified in an accepted Quote are included. Any products, features, functionality, labor, monitoring, support, compliance work, remediation, custom development, migration, or other tasks not expressly included in a Quote are excluded unless later added through a written change order, amendment, or additional Quote.

3.2 Bundled Services

A Quote may include one or more service categories, including combinations of:

• Managed IT, MSP, help desk, and technical support;

• Computer networking, structured cabling, and low-voltage services;

• Cybersecurity tools or monitoring-related services;

• Cloud, hosted, and subscription-based services;

• VoIP, telecom, connectivity, and related communications services;

• SMS, MMS, messaging, campaign, and registration-related services;

• AI-enabled, automated, analytical, transcription, summarization, or classification services;

• Alarm, access control, surveillance, video, and monitoring-related services;

• Implementation, installation, configuration, field labor, maintenance, repair, and support.

3.3 Service-Specific Terms

If a Quote includes Services subject to Service-Specific Terms, those Service-Specific Terms are incorporated into and form part of this Agreement. Only the sections applicable to the Services purchased apply. VoIP and telecommunications Services are subject to the applicable Telecom / VoIP / SMS provisions in the Service-Specific Terms and, where applicable, Dove’s E911 Disclosure Notice and Customer Acknowledgment, which must be signed before VoIP service activation.

4. Ordering Process and Acceptance

4.1 Quotes

Each Quote may identify, as applicable:

• Services being purchased;

• Equipment, licenses, subscriptions, or deliverables;

• Pricing and billing structure;

• Deposits, procurement payments, or milestone payments;

• Recurring charges;

• Term and renewal terms;

• Assumptions, exclusions, dependencies, and minimum requirements;

• Any applicable Service-Specific Terms, website-linked legal documents, or addenda.

4.2 Acceptance

A Quote may be accepted by any commercially reasonable method, including:

• Handwritten or electronic signature;

• Click-through or online acceptance;

• Email approval;

• Payment;

• Scheduling of work;

• Permitting Dove to begin performance; or

• Use of the Services.

4.3 Change Orders

Changes to scope, quantities, assumptions, site conditions, timing, implementation requirements, provider requirements, or deliverables may require a change order or revised Quote. Dove is not required to perform changed or additional work until the applicable change is approved, except where immediate action is reasonably necessary to protect safety, security, service continuity, or compliance with law or Third Party Provider requirements.

5. Document Priority; Website-Linked Terms; Versioning

5.1 Order of Precedence

Unless a Quote expressly states otherwise, the following order of precedence applies in the event of a direct conflict:

1. the applicable Quote;

2. any applicable Statement of Work, Change Order, or service-specific addendum;

3. the applicable Service-Specific Terms;

4. this Agreement;

5. the Privacy Policy and other website-linked operational, acceptable-use, compliance, or policy documents.

More specific terms control over more general terms for the applicable Services. No subordinate document increases Dove’s liability beyond the limitations stated in this Agreement unless Dove expressly agrees in writing.

5.2 Website-Linked Terms

A Quote may identify legal documents, service documents, policies, schedules, or notices by website link. If it does, those documents are incorporated by reference as though fully set forth in the contract package.

5.3 Version Control

Each Quote is governed by the version of this Agreement and the version of any incorporated website-linked documents identified in, linked from, or made available with the Quote as of the date of acceptance, except to the extent this Agreement or the applicable Quote expressly permits later updates to specified operational, compliance, or policy documents.

5.4 Updates

Dove may update website-linked service descriptions, operational procedures, acceptable-use rules, privacy notices, security requirements, compliance notices, and similar service-related documents from time to time to reflect:

• Changes in law;

• Changes in Third Party Provider requirements;

• Security or abuse-prevention needs;

• Fraud-prevention measures;

• Product evolution; or

• Changes to operational practices.

Any material change that would materially diminish a core service commitment expressly stated in an accepted Quote during its then-current term will not apply to that Quote unless required by law, required by a Third Party Provider, reasonably necessary for security or abuse prevention, or otherwise agreed by the parties.

5.5 Service Level Agreements. If a Quote or separate Service Level Agreement (SLA) addendum specifies response times, uptime commitments, escalation procedures, or service credit terms for any Service, those SLA terms supplement this Agreement and the applicable Service-Specific Terms. In the event of conflict between SLA terms and this Agreement, the SLA controls for the specific Service to which it applies. If no SLA, support plan, or service level commitment is referenced in the applicable Quote, Dove will use commercially reasonable efforts to respond to service requests but is not bound by specific response times or service level targets. The service level table in the Services Guide applies only to clients whose Quote expressly includes an SLA or support plan referencing those response times.

6. Third Party Providers; Reseller and Subscription Services

6.1 Third Party Services

Many Services depend on Third Party Providers. By way of example, Third Party Services may include:

• Telecom, carrier, connectivity, messaging, and number-related services;

• Cloud hosting, SaaS, subscriptions, and licenses;

• Backup, disaster recovery, cybersecurity, and monitoring platforms;

• Alarm, surveillance, access-control, and monitoring-center services;

• Hardware, firmware, mobile applications, analytics, AI tools, and software;

• Registries, aggregators, campaign-registration platforms, and marketplaces.

6.2 Dove’s Role

Unless a Quote expressly states otherwise, Dove acts as a provider, implementer, installer, integrator, facilitator, reseller, support provider, administrator, or project manager, but not as the manufacturer, carrier, licensor, monitoring center, cloud host, emergency responder, or upstream telecom provider.

6.3 Third Party Terms

Client agrees to comply with all applicable Third Party Provider terms, service conditions, license terms, carrier rules, acceptable-use policies, registration requirements, end-user terms, platform requirements, and similar obligations applicable to the Services.

6.4 Third Party Failures

As between Dove and Client, Third Party Services are provided on an “as available” and “as is” basis. Dove is not responsible for outages, interruptions, degradations, suspensions, delays, blocked traffic, carrier filtering, feature changes, policy changes, pricing changes, discontinuations, security incidents, or failures attributable to Third Party Providers.

6.5 Provider Changes

Dove may change Third Party Providers if reasonably necessary for operational, commercial, support, legal, or security reasons, provided that Dove does not materially reduce the core service commitment expressly identified in an accepted Quote, subject to Section 5.4.

If a Service depends on a particular Third Party Provider, carrier, monitoring center, cloud platform, software publisher, data provider, or other critical vendor, and that provider becomes unavailable, materially changes its service, pricing, integration requirements, or terms, discontinues a material feature, suffers a material security or operational issue, or presents legal, security, operational, support, or commercial concerns, Dove may suspend, substitute, modify, or discontinue the affected Service, establish reasonable alternative requirements or workarounds, or propose a revised Quote or change order, in each case without liability for resulting impacts caused by that critical vendor, subject to Section 5.4.

6A. Third-Party Services; Reseller, Referral, Broker, and Channel Partner Relationships

Some products, services, software, subscriptions, licenses, telecom services, internet services, VoIP services, SMS/messaging services, cybersecurity services, help desk services, cloud services, monitoring services, carrier services, or other offerings described in a Quote may be provided, hosted, licensed, billed, supported, monitored, serviced, or fulfilled in whole or in part by third-party providers, carriers, master agents, distributors, aggregators, licensors, manufacturers, marketplaces, cloud platforms, software vendors, monitoring centers, or other upstream providers (“Third-Party Providers”). Those offerings are referred to as “Third-Party Services.”

Dove may act as a reseller, referral partner, broker, sales agent, consultant, facilitator, implementation partner, managed service provider, or channel partner in connection with Third-Party Services. Unless a Quote expressly states that Dove is the direct provider of a specific Third-Party Service, Client understands and agrees that the applicable Third-Party Provider, and not Dove, is responsible for the underlying Third-Party Service, including its availability, performance, features, service levels, warranties, maintenance, support, pricing, taxes, surcharges, compliance requirements, and continued operation.

Third-Party Services are subject to the applicable Third-Party Provider’s terms, conditions, service descriptions, acceptable use policies, privacy notices, end-user license agreements, service level commitments, support policies, cancellation terms, renewal terms, and billing requirements. Client agrees to comply with all applicable Third-Party Provider requirements.

Dove is not responsible for any defect, outage, interruption, suspension, degradation, data loss, service failure, feature change, end-of-life event, discontinued product, provider price increase, support delay, billing change, carrier failure, platform limitation, security incident, or other act or omission of any Third-Party Provider, except to the extent directly caused by Dove’s gross negligence or willful misconduct and not otherwise limited under this Agreement. Dove may assist Client in communicating with or escalating issues to the applicable Third-Party Provider, but Dove does not guarantee that any workaround, credit, refund, support response, repair, replacement, or resolution will be available or successful.

6A.5 Channel Compensation Disclosure

Client acknowledges that Dove may receive compensation from Third-Party Providers, master agents, distributors, channel partners, carriers, marketplaces, or software vendors in connection with Third-Party Services that Dove recommends, resells, refers, brokers, facilitates, manages, supports, or procures for Client. Such compensation may include commissions, referral fees, residual payments, incentives, rebates, credits, discounts, margin, administrative fees, consulting fees, implementation fees, support fees, or other forms of compensation.

Client agrees that Dove may receive such compensation without reducing the amounts payable by Client unless the applicable Quote expressly states otherwise. Dove’s receipt of compensation from a Third-Party Provider does not make Dove the guarantor, insurer, carrier, manufacturer, licensor, or direct provider of the Third-Party Service and does not expand Dove’s obligations or liability beyond those expressly stated in the applicable Quote and this Agreement.

6A.6 Dove’s Role May Vary

Dove may act in different roles depending on the service, including reseller, broker, referral partner, consultant, implementation provider, managed service provider, installer, or support provider. Dove’s role for a particular service will be determined by the applicable Quote and the provider relationship. Dove may recommend Third-Party Providers, products, or services based on information available to Dove at the time, Client’s stated requirements, provider availability, commercial terms, technical compatibility, and Dove’s business judgment. Dove does not guarantee that any recommended provider, product, platform, carrier, circuit, software, subscription, or service will be the lowest cost, continuously available, error-free, uninterrupted, fully secure, or suitable for all of Client’s business, legal, regulatory, or technical requirements.

Client acknowledges that Dove’s recommendations are advisory only and do not constitute a guarantee, endorsement, warranty, or certification of any Third-Party Provider or its products or services. Client is solely responsible for conducting its own due diligence, evaluation, and independent verification before selecting, purchasing, or relying on any recommended provider, product, or service. Dove is not liable for any loss, damage, cost, claim, disruption, or unsatisfactory outcome arising from Client’s reliance on Dove’s recommendation of a specific provider, product, platform, carrier, circuit, or service, including without limitation losses caused by provider outages, service failures, price increases, feature changes, security incidents, data loss, business interruption, or provider discontinuation.

Client agrees that the selection of any Third-Party Provider, product, or service is ultimately Client’s decision, and that Dove’s role in recommending, evaluating, comparing, or facilitating Third-Party Services does not create any fiduciary duty, advisory obligation, or professional liability beyond the terms expressly stated in this Agreement and the applicable Quote. Client acknowledges that for brokered or agent-facilitated services, Client may be required to enter into a direct agreement with the applicable Third-Party Provider, and that such provider agreement governs the underlying service.

7. Fees, Pricing, Taxes, and Payment

7.1 Fees

Client will pay all fees, charges, pass-through costs, expenses, taxes, surcharges, and other amounts described in the applicable Quote or otherwise payable under this Agreement.

If a Quote states a minimum monthly fee, Client will pay that minimum monthly fee for each billing period during the applicable service term regardless of actual usage, ticket volume, device count, user count, transaction volume, or other consumption levels, unless the Quote expressly states otherwise.

7.2 Types of Charges

Charges may include, among other things:

• Implementation, installation, and project fees;

• Recurring managed service fees;

• Monitoring fees;

• Cloud, software, support, and subscription fees;

• Telecom, carrier, messaging, number, and connectivity charges;

• Usage-based charges;

• Onboarding, activation, provisioning, registration, or setup fees;

• Emergency, premium-hours, after-hours, or onsite labor charges;

• Hardware, freight, shipping, insurance, or logistics charges;

• OEM, vendor, or platform support charges;

• Storage, export, archival, or data-migration charges;

• Reconnect, restocking, downgrade, cancellation, and early termination charges.

7.3 Taxes, Telecom Surcharges, and Regulatory Charges

Unless expressly stated otherwise, all pricing excludes taxes and governmental assessments. Client is responsible for all applicable sales, use, excise, telecom, utility-user, public utility, CPUC-related, E911, 988, universal service, regulatory recovery, import, export, value-added, gross receipts, communications, messaging, registration, and similar taxes, fees, surcharges, and pass-through charges relating to the Services, excluding taxes based on Dove’s net income.

7.4 Pass-Through Charges and Price Increases

Dove may pass through increases imposed by Third Party Providers, carriers, licensors, OEMs, cloud platforms, registries, marketplaces, monitoring providers, and other vendors, including:

• Subscription fee increases;

• Telecom and messaging fee increases;

• Registration or campaign-related fees;

• Cloud, storage, compute, or AI-related charges;

• Carrier charges and surcharges;

• Support plan increases;

• Freight, shipping, import, or logistics increases;

• Hardware cost increases;

• Vendor minimums, compliance-related charges, usage-based increases, and other similar third party cost increases; tariff increases, import duty changes, trade-policy changes, customs assessments, and supply-chain cost increases affecting products, components, or materials used in the Services.

7.5 Payment Terms

Unless a Quote states otherwise:

• Invoices are due within 30 days of the invoice date;

• Recurring charges may be billed in advance;

• Project work, labor, equipment, software, subscriptions, and pass-through costs may be billed as described in the Quote;

• Dove may require automatic payment, deposits, milestone payments, procurement payments, prepayment, or payment before shipment, scheduling, provisioning, activation, or service commencement.

7.6 Deposits and Procurement Payments

If a Quote requires a deposit, mobilization payment, procurement payment, or payment before ordering hardware, software, licenses, cloud services, subscriptions, or long-lead items, Client will pay those amounts as stated in the Quote. Dove has no obligation to procure, reserve, configure, warehouse, provision, license, activate, or deploy such items until the required payment is received.

If Client delays, suspends, cancels, or materially changes a project after Dove has committed funds or resources, Dove may retain or apply those payments to costs incurred, commitments made, cancellation charges, restocking fees, shipping charges, subscription charges, license fees, storage costs, and other recoverable amounts.

7.7 Payment Methods

If Client elects ACH, card, or similar electronic payment, Client authorizes recurring or one-time charges as required under the Quote. For credit and debit card payments, Dove may add a convenience fee equal to Dove’s actual third-party payment-processing cost (typically in the range of 2.5%–3.5% of the transaction amount), to the extent disclosed and permitted by applicable law. ACH, Zelle, and check payments are not subject to a convenience fee.

7.8 Billing Disputes

Client must notify Dove in writing of any good-faith billing dispute within 30 days after the applicable invoice date. Undisputed amounts remain due when billed. For the avoidance of doubt, this billing-dispute process does not extend any time limit for claims or causes of action that otherwise runs from accrual under this Agreement or applicable law.

7.9 Late Charges

Amounts not paid when due may accrue interest at the lesser of 1% per month or the maximum rate permitted by law.

7.10 Collection Costs

Client will reimburse Dove for reasonable costs of collecting undisputed overdue amounts, including reasonable attorneys’ fees, court costs, collection agency fees, collections-related administrative fees, and related expenses.

7.11 ACH Return Fee

A service charge of $35.00 (or the maximum amount permitted by law, whichever is less) will be applied to Client’s account for any ACH debit returned unpaid due to insufficient funds or due to Client’s bank’s electronic draft restrictions.

7.12 Miscellaneous Expenses

In addition to Fees stated in the Quote, Dove may invoice Client for reasonable miscellaneous expenses incurred in providing the Services, not to exceed $750 per month without Client’s prior consent. Such expenses may include small hardware purchases (such as a UPS or cables), parking fees, delivery, courier, and postal costs, data migration tools, and registration or service-initiation fees charged by Third Party Providers. Miscellaneous Expenses will appear as a line item on Client’s invoice.

7.13 Travel Time and Dispatch Fees

For onsite Services, Dove may charge a dispatch fee per trip as stated in the applicable Quote or Dove’s then-current rate schedule. Travel time beyond 30 minutes from Dove’s office to Client’s location, as well as occasions on which traffic or other conditions extend drive time beyond 30 minutes one-way, will be billed at Dove’s then-current hourly rates unless otherwise agreed in writing. Client will be billed for all tolls, parking fees, and related travel expenses incurred when Dove travels to provide onsite Services.

7.14 Appointment Cancellation Fee

Client may cancel or reschedule any scheduled onsite appointment at no charge by providing Dove with at least one (1) business day advance written notice. If Dove does not receive timely cancellation or rescheduling notice, or if Client is not present at the scheduled time, or if Dove is otherwise denied access to Client’s premises at a pre-scheduled appointment, Client agrees to pay a cancellation fee equal to one (1) hour of Dove’s then-current hourly consulting rate per technician dispatched (or non-business hours rate, as applicable).

7.15 Regulatory Recovery Fee

For applicable telecommunications and VoIP services, a Regulatory Recovery Fee may be charged monthly to offset costs incurred by Dove in complying with inquiries, obligations, and reporting requirements imposed by government regulators, including the FCC, CPUC, and similar authorities, and related legal and billing expenses. This fee is not a tax or government-required charge; it is Dove’s recovery of its regulatory compliance costs.

7.16 Unlimited Plan Restrictions

Unlimited VoIP plans are intended for normal, reasonable residential or commercial business use only. They may not be used for high-volume operations such as call centers, autodialing, fax blasting, telemarketing, or spamming. If Client’s usage on any VoIP line exceeds 1,000 minutes per billable line per month, Dove reserves the right to apply additional per-minute charges, downgrade the plan, suspend, modify, or terminate the applicable line or Service. Each VoIP device includes one call path; Dove reserves the right to charge for burst call path usage exceeding the number of Client’s devices or services. Dove may review and monitor usage at any time to enforce these limitations.

7.16A Managed Service and Support Plan Fair Use

Managed service plans, help desk plans, support plans, and similar recurring-fee arrangements are intended for normal, reasonable commercial business use consistent with the scope described in the applicable Quote. They may not be used to circumvent project-based, migration, remediation, or implementation work that would otherwise require a separate Quote. If Client’s usage of a managed service or support plan consistently and materially exceeds the scope, volume, complexity, or frequency reasonably contemplated at the time of quoting, Dove may notify Client and propose a plan adjustment, additional Quote, or change order. Continued excessive usage after notice may result in additional charges at Dove’s then-current rates.

7.17 State of Emergency Expenses

Any costs or expenses that Dove incurs while providing the Services during a declared national, state, or local emergency, or during a period in which there are fuel, manpower, supply chain, health, safety, or other extraordinary shortages or restrictions (“State of Emergency”), will be invoiced to Client and are payable as additional charges. By way of example, such expenses may include incremental increases in the cost of gasoline or electrical power, the purchase of health or safety equipment reasonably necessary to provide the Services, increased freight or logistics costs, or procurement premiums caused by supply shortages.

7.18 Standard Working Hours; After-Hours Work

Unless the Quote expressly states otherwise, Services and installations are performed Monday through Friday, 8:30 AM to 5:00 PM Pacific Time, excluding Dove-observed holidays. Work performed at Client’s request outside these hours, on weekends, or on holidays is subject to additional after-hours, premium-time, or holiday-rate charges at Dove’s then-current rates and is subject to technician availability. Emergency dispatch and 24/7 monitoring services, where included in a Quote, are governed by the applicable Service-Specific Terms.

7.19 Quote Validity

Unless a Quote states otherwise, pricing in any Quote is valid for fifteen (15) days from the Quote’s issue date. After fifteen (15) days, pricing is subject to revision, including for changes in vendor pricing, hardware availability, licensing, tariffs, freight, regulatory charges, or other cost factors. Dove may issue a revised Quote or change order to reflect updated pricing if Client accepts after the validity period.

7.20 Client Network and Internet Connectivity

Many Services require a reliable, stable, and adequate-bandwidth internet connection, sufficient power, an appropriate physical environment, and properly configured Client networks. Procuring, paying for, maintaining, and securing internet service, network capacity, electrical service, environmental controls, and the Client-side network is Client’s responsibility unless Dove expressly agrees otherwise in writing. Dove is not responsible for service interruptions, performance issues, security incidents, or failures caused by inadequate, unreliable, or improperly configured Client-side networks, internet service, electrical service, or operating environments. For the avoidance of doubt, Dove does not provide cybersecurity monitoring, endpoint protection, threat detection, vulnerability management, penetration testing, security assessments, or any other cybersecurity-related services unless expressly identified in an accepted Quote.

8. Nonpayment; Suspension; Reconnect

8.1 Suspension Rights

Dove may suspend any or all Services, without liability, if:

• Undisputed amounts remain unpaid beyond the applicable cure period;

• Client breaches acceptable-use, compliance, or provider rules;

• Continued service would expose Dove or a Third Party Provider to legal, security, abuse-prevention, or operational risk; or

• Client’s acts or omissions materially interfere with delivery of the Services.

Recurring charges continue during suspension unless prohibited by law or expressly stated otherwise.

8.2 Reconnect and Restart Fees

If Services are suspended or disconnected due to nonpayment, abuse, regulatory issues, or Client-caused conditions, Dove may require payment of overdue balances, deposits, reconnection fees, and any applicable re-provisioning, re-registration, or restart costs before restoring Services.

8.3 No Waiver

Dove’s decision to continue providing Services despite late payment or other breach does not waive its right to later suspend, terminate, or enforce payment.

9. Pricing Assumptions and Commercial Adjustments

Pricing in a Quote is based on the assumptions, quantities, site conditions, provider pricing, labor conditions, equipment availability, tariffs, taxes, and other factors known at the time of quoting. Dove may adjust pricing through a change order or revised Quote if:

• Client changes scope, quantities, features, locations, or assumptions;

• Site, building, infrastructure, or access conditions differ from assumptions;

• Third Party Provider pricing changes;

• Taxes, tariffs, permit costs, freight, registration fees, or regulatory charges increase;

• Materials or equipment become unavailable or discontinued;

• Obsolete, unsupported, unlicensed, incompatible, or insecure systems are discovered;

• Work is delayed by Client, landlord, building management, carriers, utilities, AHJs, or other third parties;

• Additional coordination, integration, cleanup, remediation, migration, or project management becomes necessary due to conditions not caused by Dove.

9.1 Annual Recurring Fee Adjustment

In addition to pass-through increases under Section 7, Dove may increase recurring monthly fees once per calendar year by up to ten percent (10%) by providing at least thirty (30) days’ advance written notice (which may be made by invoice, email, or portal notification). Pass-through, regulatory, tax, carrier, and Third Party Provider charge increases are independent of this cap and may be passed through at any time as set forth in Section 7. If a single annual increase exceeds the 10% cap (excluding pass-through increases), Client may terminate the affected Services without further liability by providing written notice to Dove within thirty (30) days after Dove’s rate-increase notice. Continued use of the Services or payment of the increased fees after the 30-day window will constitute Client’s acceptance of the new rates.

10. Client Responsibilities

Client will, at its own expense:

• Provide accurate and complete information necessary for Dove to provide the Services;

• Maintain current billing, contact, escalation, administrative, and service-location information;

• Designate one or more authorized contacts who are authorized to provide directions, approvals, and instructions on Client’s behalf. Dove is entitled to rely on directions from Client’s authorized contacts until Dove receives written notice of a change. Changes to authorized contacts provided by email or in writing will be implemented within two (2) business days; verbal changes will be effective on the same business day. Do not use a ticketing system or help desk request to notify Dove of an authorized contact change. Dove reserves the right to delay action until it can confirm an authorized contact’s authority;

• Provide safe, timely, and reasonable access to premises, systems, devices, accounts, networks, service portals, and data;

• Maintain a suitable operating environment, including power, internet, physical security, climate, rack space, ventilation, and environmental conditions reasonably necessary for the Services;

• Maintain minimum hardware, software, licensing, network, and security standards reasonably required by Dove;

• Maintain lawful rights to all Client Data, numbers, accounts, records, and content used with the Services;

• Secure all required rights, permissions, notices, registrations, permits, and consents;

• Maintain backups, business continuity, and disaster recovery unless expressly included in the Services;

• Cooperate with implementation, migration, remediation, monitoring, troubleshooting, security response, offboarding, and provider coordination;

• Promptly follow Dove’s reasonable technical, security, operational, and provider-related recommendations where failure to do so could impair legality, feasibility, service integrity, or security.

Client is solely responsible for the legality, quality, accuracy, integrity, and right to use any data, content, campaigns, recordings, prompts, inputs, numbers, contact lists, credentials, messages, instructions, or configurations supplied to Dove or introduced into the Services.

10A Installation Site and Environmental Requirements

For physical installation, structured cabling, low-voltage wiring, equipment mounting, device configuration, and related field labor work performed by Dove (collectively, “Installation Work”), unless the Quote expressly states otherwise, Client is responsible at Client’s expense for providing the following site conditions before and during installation:

• Safe and timely access to all areas where Installation Work is to be performed, with obstacles, furniture, equipment, and materials cleared in advance;

• Electrical: a 120 volt / 15 amp outlet with U-ground at the equipment installation location, and a dedicated 20 amp outlet in any server, equipment, or head-end room;

• Head-End / Server Room Ventilation: adequate ventilation and climate control sufficient to dissipate heat generated by installed electronic equipment. If ambient airflow is insufficient, Client is responsible for supplemental fans or HVAC at Client’s expense;

• Internet Connectivity: a reliable, stable internet connection with sufficient bandwidth, and a static IP address where required for connectivity monitoring, cloud-camera, alarm, or VoIP services;

• Cabling: structured cabling of CAT5e or greater specification (subject to site survey); higher specifications may be required by manufacturer;

• Parking: parking spaces sufficient for Dove’s technicians and service vehicles at every project location during installation. If parking is not provided, supplementary charges (including tolls and parking fees) will be billed to Client;

• On-Site Contact: an authorized Client representative available on site as a point of contact during scheduled installation hours;

• Wall, Ceiling, and Surface Finishing: where walls, ceilings, floors, drywall, or other surfaces must be opened, drilled, or cut for cable runs, mounting, or equipment, Client is responsible for any patching, painting, finishing, fire-stopping, or surface restoration after Dove’s work, unless expressly included in the Quote;

• Debris and Cleanup: Dove will remove debris generated by Dove’s installation work, provided Client supplies adequate waste receptacles and dumpster access at no charge to Dove. Disposal of pre-existing equipment, hazardous materials, or non-installation-related debris is not included unless expressly stated in the Quote;

• Permits and AHJ Approvals: Client will obtain any required building permits, AHJ approvals, or landlord consents before Installation Work begins, unless Dove expressly agrees in writing to handle permitting.

If any of the foregoing site conditions are not provided, or if Installation Work is delayed or stopped due to Client-side delays, restricted access, locked premises, missing decision-makers, or unavailability of needed Client resources, additional charges will apply at Dove’s then-current rates, and the project schedule may be extended without breach by Dove.

10B Installation Project Terms; Hardware Substitution; NDAA; Prevailing Wage

Hardware Substitution. Dove reserves the right to replace any quoted product, model, or component in the event of obsolescence, discontinuation, manufacturer end-of-life, or unavailability with a comparable model of equal or greater value, with Client’s reasonable approval not to be unreasonably withheld. Client is responsible for any price difference between the originally quoted item and the replacement. Dove is not liable for any product’s obsolescence, discontinuation, or unavailability, or for delays caused by such conditions.

Backorder and Supply Chain. Dove is not responsible for installation delays, schedule changes, or pricing changes caused by backorder, supplier delays, manufacturer changes, freight delays, tariff changes, customs holds, or other supply-chain disruptions outside Dove’s reasonable control.

NDAA Compliance. Some products supplied by Dove may not be compliant with the National Defense Authorization Act (“NDAA”), Section 889 of the John S. McCain NDAA for Fiscal Year 2019, or related federal procurement restrictions. If Client is subject to NDAA, federal funding, federal contractor flow-down, or similar government-procurement requirements, Client must notify Dove in writing before order placement so that Dove can quote NDAA-compliant alternatives by change order. Dove is not responsible for NDAA, FAR, DFARS, or similar compliance failures arising from Client’s failure to provide timely written notice of these requirements.

Prevailing Wage. Prevailing wage labor rates are NOT included in the Quote unless expressly stated. If the project is a public works project or otherwise subject to California prevailing wage requirements, the federal Davis-Bacon Act, related state or federal wage classifications, or any project labor agreement, Client must notify Dove in writing of the applicable wage classifications and requirements for each project location BEFORE the bid or Quote is issued. Quotes issued without such written notice are based on standard commercial labor rates. If prevailing wage requirements are identified after Quote issuance, Dove may issue a revised Quote or change order reflecting prevailing-wage labor pricing and required certified payroll, reporting, and recordkeeping costs.

CSLB Information. Dove holds California Contractors State License Board (CSLB) license #715876, classification C7 Low Voltage Systems, which authorizes installation, maintenance, and service of communication and low-voltage systems operating at 91 volts or less, including telephone systems, data networking, structured cabling, closed-circuit video (CCTV), cable television, audio/visual, access control wiring, and instrumentation systems. Low-voltage fire alarm installation is not within C7 scope and is not performed under this license. Mechanics lien and three-day cancellation notices required by California law for installation projects are provided in the separate Installation Notice signed by Client for each installation project.

11. Access Rights; Remote Tools; Software Agents

11.1 Access Authorization

Client authorizes Dove and its designated Third Party Providers to access, monitor, diagnose, configure, use, process, transmit, retrieve, and otherwise interact with the Environment to the extent reasonably necessary to provide, secure, support, improve, enforce, or transition the Services.

11.2 Remote Tools and Agents

Some Services require installation or use of software agents, applications, remote management tools, monitoring tools, patching tools, security tools, diagnostics, automation tools, or administrative utilities. Client authorizes Dove to install, maintain, update, and use such tools as reasonably necessary to deliver the Services.

11.3 Persistence and Removal

Certain software agents or tools may remain installed for as long as the applicable Services are active. Client shall not remove, disable, circumvent, or otherwise disrupt any software agents, remote management tools, monitoring tools, or administrative utilities installed by Dove unless Dove explicitly directs Client to do so in writing. Unauthorized removal may result in network vulnerabilities, continuation of license fees for which Client remains responsible, or the need for remediation services billed at Dove’s then-current rates. Removal may require cooperation, downtime, configuration changes, or billable transition services. Client is strongly advised to refrain from connecting unknown or unmanaged devices to the managed environment without Dove’s prior knowledge or consent, as Dove will not be responsible for issues arising from such unknown devices.

12. Minimum Requirements; Unsupported Systems

Client is responsible for maintaining an Environment suitable for the Services. Dove may require minimum versions, supported platforms, active licensing, patch levels, security controls, connectivity standards, electrical stability, supported hardware, or other baseline conditions.

If Client fails to maintain minimum conditions, uses counterfeit or unlicensed products, or retains obsolete, unsupported, insecure, or incompatible systems after Dove recommends replacement or remediation, Dove may:

• Exclude affected systems from coverage;

• Treat related work as out of scope;

• Suspend or limit affected Services;

• Require remediation before resuming support;

• Terminate affected Services for cause after notice and opportunity to cure where reasonably practicable.

13. Co-Managed and Third-Party Environments

If Client uses internal IT staff, other vendors, consultants, landlords, carriers, building personnel, or other third parties that overlap with or affect the Services, Dove is not responsible for their acts, omissions, changes, delays, mistakes, vulnerabilities, downtime, misconfigurations, or instructions.

If another provider’s determination conflicts with Dove’s recommendation, Dove may rely on Client’s direction or the designated third party’s direction and will not be responsible for resulting impacts except to the extent caused by Dove’s gross negligence or willful misconduct.

For clarity, references in this Agreement to “gross negligence” or “willful misconduct”: (a) do not create any implied duty to monitor, investigate, escalate, prevent, or remediate beyond the Services expressly included in a Quote; (b) do not create any warranty, guarantee, insurer obligation, emergency-response obligation, or assumption of duties not expressly undertaken in the contract package; (c) do not expand either party’s indemnification obligations beyond those expressly stated in this Agreement; and (d) are included solely to preserve rights or remedies that cannot lawfully be waived or limited, or that apply after a final determination by a court of competent jurisdiction or arbitrator where required by this Agreement or applicable law.

14. Privacy; Data Processing; Notices and Consents

14.1 Privacy Policy

Dove’s Privacy Policy and any applicable privacy addendum, data processing addendum, or service-specific privacy terms referenced in a Quote are incorporated into this Agreement.

14.2 Client Responsibilities

Client is solely responsible for:

• Determining whether the Services are appropriate for Client’s legal, regulatory, contractual, and policy obligations;

• Providing all required notices and disclosures;

• Obtaining all required consents and permissions;

• Establishing lawful bases for collection, use, recording, monitoring, disclosure, processing, transfer, storage, retention, or deletion of data;

• Configuring retention, permissions, monitoring, and access settings consistent with Client’s legal and operational requirements;

• Responding to any end-user, employee, customer, tenant, visitor, or consumer notice or consent requirements applicable to Client’s use of the Services.

14.3 Sensitive and Regulated Data

Unless a Quote expressly states otherwise, Client will not submit or permit the Services to process information subject to sector-specific or heightened legal restrictions in a manner that would impose special legal obligations on Dove beyond those expressly agreed in writing. Client warrants that it knows of no law, regulation, or contractual requirement governing its business that would restrict or prohibit Dove’s provision of the Services as described in the applicable Quote. If Client is or becomes subject to privacy, healthcare, financial, government, or other regulated data obligations (such as HIPAA, PCI-DSS, GLBA, FERPA, CMMC, or similar requirements), Client must identify any data or information subject to such obligations in writing before providing that data to Dove or granting Dove access to systems containing such data. Client agrees to promptly notify Dove if these circumstances change during the term of the Services. Dove will not be liable for handling regulated data in a non-compliant manner if Client failed to provide required notice.

14.4 HIPAA / BAA

If Client intends for Dove to create, receive, maintain, or transmit protected health information on Client’s behalf in a manner that requires a business associate agreement, Client must disclose that requirement in writing before the applicable Services begin. Dove will have no obligation to handle such information in a regulated capacity unless the parties execute a separate written business associate agreement or other required addendum.

14.5 No Compliance Guarantee

Unless expressly stated in a Quote, the Services are not a compliance solution and are not guaranteed to make Client compliant with any law, regulation, industry standard, or internal policy.

14.6 Data Processing Roles.

Except to the extent expressly stated otherwise in a Quote, Service-Specific Terms, or a separate written data processing addendum, the parties acknowledge that Client controls the purposes and means of Client’s use of the Services and, as between the parties, Client is responsible for its instructions, disclosures, permissions, settings, and use of Client Data. Dove will process Client Data only on Client’s documented instructions as reflected in the contract package, as reasonably necessary to provide, support, secure, administer, improve, and transition the Services, to prevent fraud or abuse, to comply with law, and as otherwise permitted by this Agreement and Dove’s Privacy Policy. If a Data Processing Addendum applies, the DPA controls over this Agreement with respect to processing of personal information on Client’s behalf to the extent of conflict.

15. Confidentiality

Each party will protect the other party’s non-public confidential information using at least commercially reasonable care and will use such information only as necessary to perform or receive the Services, enforce rights under the contract package, or comply with law.

Confidential information does not include information that:

• Is or becomes public without breach of this Agreement;

• Was lawfully known without restriction;

• Is lawfully received from a third party without restriction; or

• Is independently developed without use of the other party’s confidential information.

A receiving party may disclose confidential information if legally compelled to do so, provided it gives prompt notice where legally permitted and reasonably cooperates, at the disclosing party’s expense, with efforts to seek protective treatment.

16. Intellectual Property

16.1 Ownership

Each party retains ownership of its preexisting intellectual property and materials.

16.2 Dove Materials

Dove retains all right, title, and interest in the Dove Materials, including Dove’s tools, templates, scripts, workflows, automations, prompts, playbooks, methods, know-how, configurations, and derivative works, whether used before or during performance of the Services. Any software configurations, scripts, automations, integration playbooks, monitoring configurations, policy templates, or similar technical work product that Dove creates or develops in the course of providing the Services are Dove’s proprietary information and intellectual property, and shall not be disclosed, transferred, or delivered to Client or any third party without Dove’s express prior written consent, even upon termination or expiration of the Services.

16.3 Client Materials

Client retains ownership of Client’s preexisting data, content, records, credentials, and other materials supplied by Client, subject to Dove’s rights to use them as reasonably necessary to perform, support, secure, improve, and transition the Services.

16.4 Third Party Software and Platforms

Third Party software, platforms, and Services are licensed, not sold, and remain subject to the applicable provider’s terms and restrictions.

16.5 Deliverables

Unless a Quote expressly states otherwise, no deliverable is a work made for hire, and no assignment of Dove intellectual property occurs. Upon full payment, Client receives a non-exclusive right to use deliverables created specifically for Client solely for Client’s internal business use in connection with the Services for which they were provided, subject to any Third Party Provider restrictions.

16.6 Hardware, Software, and Return Policy

All equipment, hardware, software, peripherals, subscriptions, or accessories procured through or by Dove for Client (“Third Party Products”) are generally nonrefundable once ordered. Returns, if permitted, are subject to the applicable third-party provider’s or reseller’s return policies. A restocking fee of 25% will apply to hardware or equipment returned to Dove unless the item is confirmed defective. Software licenses, subscriptions, specially ordered parts, and noncancelable items are non-refundable. Client is responsible for all return shipping costs. Returns require a valid return authorization number from Dove prior to shipment; items must be in new, unopened condition with all original packaging, accessories, and documentation.

Dove will use reasonable efforts to assign or pass through manufacturer warranties for Third Party Products but has no liability for the quality, functionality, operability, or fitness of Third Party Products. All Third Party Products are provided on an “as is” basis as between Dove and Client, except to the extent of any applicable manufacturer warranty. Client is responsible for filing and managing all manufacturer warranty claims and obtaining manufacturer technical support for Third Party Products. Dove will use commercially reasonable efforts to assist Client with manufacturer warranty coordination and support escalation, but Dove is not the warrantor and does not guarantee any manufacturer’s warranty response, timeline, or outcome.

16.7 End User Agreements; EULA Acceptance on Client’s Behalf

Certain Services require acceptance of one or more third-party end user license agreements, subscription agreements, platform terms, provider terms, or similar agreements (“End User Agreements”). Where acceptance of an End User Agreement is required to deliver the Services, Client authorizes Dove to accept such agreement on Client’s behalf. Client may request a list of End User Agreements accepted on its behalf by written request to Dove. If an End User Agreement deviates materially from industry-standard terms, Dove will bring that to Client’s attention. Client agrees to be bound by the terms of all applicable End User Agreements, and Dove may modify or amend the applicable Quote or Service terms if a provider modifies an End User Agreement in a way that affects the Services.

16.8 Marketing Materials; No Expansion of Obligations

Dove’s website content, promotional materials, brochures, presentations, proposals, demos, proof-of-concept exercises, performance histories, and other marketing materials are provided for informational and illustrative purposes only. They are not intended to, and will not be interpreted as, creating additional duties, service level commitments, warranties, service guarantees, or promises of specific service outcomes beyond what is expressly stated in an accepted Quote. Dove will not be bound by representations made in marketing materials or general website content unless those representations are expressly incorporated into a signed Quote or written agreement.

17. Acceptable Use

Client will not, and will not permit any user to:

• Use the Services unlawfully or in violation of any contract, regulation, provider rule, or carrier requirement;

• Interfere with, disrupt, probe, abuse, or compromise the Services or any third party network or platform;

• Transmit unlawful, infringing, harassing, fraudulent, deceptive, or prohibited content;

• Use the Services for spam, spoofing, phishing, robocalling, unlawful telemarketing, unlawful messaging, or unlawful recording;

• Use the Services in a way that causes Dove or a Third Party Provider to violate law, carrier rules, or service policies;

• Disable, evade, reverse engineer, or misuse security controls or service restrictions;

• Use the Services for any prohibited or high-risk use identified in applicable Service-Specific Terms or Third Party Provider rules.

Dove may suspend, restrict, or terminate affected Services immediately if Dove reasonably believes Client’s use threatens security, service integrity, legal compliance, reputation, or the rights of Dove, Third Party Providers, other customers, or the public.

18. AI and Automated Services

If the Services include AI-enabled, machine-learning, automation, analytics, transcription, classification, summarization, conversational, monitoring, or generative features:

• Outputs may be incomplete, inaccurate, delayed, misleading, biased, offensive, or otherwise unsuitable;

• Outputs are not a substitute for human review, legal advice, professional judgment, or required compliance review;

• Client is solely responsible for reviewing all outputs before use or reliance;

• Client is solely responsible for confirming that it has the right to provide any prompts, training inputs, recordings, datasets, or other materials used with AI-related Services;

• Dove and Third Party Providers may modify, retrain, tune, restrict, suspend, replace, or discontinue AI-related functionality over time.

19. Cybersecurity; No Guarantee; Backups

19.1 No Security Guarantee

Client acknowledges that no technology, monitoring, cloud, voice, messaging, backup, AI, cybersecurity, alarm, surveillance, or access-control solution is infallible. Services may be interrupted, filtered, blocked, bypassed, degraded, unavailable, delayed, incomplete, inaccurate, or ineffective from time to time.

19.2 No Guarantee of Prevention or Outcome

Dove does not guarantee prevention of:

• Security incidents;

• Fraud or abuse;

• Cyberattacks or ransomware;

• Toll fraud or unauthorized use;

• Outages or data loss;

• Emergency response or dispatch outcomes;

• Evidence preservation;

• Legal compliance outcomes;

• Uninterrupted business continuity.

19.3 Backups

Unless expressly stated in a Quote, Dove is not responsible for maintaining Client’s sole backup, archival, disaster recovery, or data-retention solution. Client must maintain independent backups and verify restore capability.

19.4 Response Limitations

Security monitoring, alerting, backup reporting, endpoint alerts, health checks, and similar services may identify some issues but are not a guarantee that all threats, vulnerabilities, failures, or anomalies will be detected or resolved.

20. Compliance; No Legal Advice

Dove does not provide legal advice. Unless expressly stated in a Quote, the Services are not represented as legal, regulatory, tax, employment, telecom, privacy, surveillance, biometric, consumer-protection, or industry-specific compliance advice or solutions.

Client remains solely responsible for obtaining its own legal and compliance guidance and for disclosing any legal or regulatory requirement that materially affects the Services, including requirements related to:

• Privacy and data protection;

• Call recording or consent;

• Text messaging, telemarketing, autodialing, campaign registration, or consumer contact rules;

• Emergency communications;

• Biometric data;

• Surveillance, workplace monitoring, audio recording, or tenant notice;

• Export controls or restricted-use technology;

• Industry- or sector-specific obligations, including health, financial, education, public-sector, and payment-card obligations.

21. Insurance

21.1 Client Insurance

Throughout the term of the Services, Client will maintain commercially reasonable insurance appropriate to Client’s business (or, for residential clients, a homeowner’s or renter’s insurance policy with general liability coverage), premises, data, operations, and the Services purchased. Depending on the nature of the Services, this may include:

• Commercial general liability insurance;

• Property insurance;

• Business interruption insurance;

• Cyber liability, privacy liability, or network security insurance;

• Technology errors and omissions insurance;

• Media liability insurance;

• Any other insurance reasonably appropriate for alarm, monitoring, telecom, cloud, cybersecurity, AI, or related risk.

21.2 Additional Requirements

If a Quote or applicable Service-Specific Terms require specific insurance types, limits, or endorsements for certain Services, those requirements apply to those Services.

21.3 No Insurance by Dove

Dove is not an insurer, and amounts paid to Dove are not insurance premiums. Client is responsible for obtaining its own coverage against property loss, liability, cyber incidents, privacy claims, telecom fraud, business interruption, and similar risks.

22. Warranties; Disclaimers

22.1 Limited Service Warranty

Dove warrants only that it will perform Services in a professional and workmanlike manner consistent with commercially reasonable industry practice. Any specific workmanship warranty period for installation or labor must be expressly stated in the Quote or applicable Service-Specific Terms.

22.2 Third Party Products and Services

Except as expressly stated in writing by Dove, equipment, software, subscriptions, cloud services, carrier services, monitoring platforms, and other Third Party Services are subject only to the warranties, if any, offered by their respective providers.

22.3 General Disclaimer

Except as expressly set forth in this Agreement or an accepted Quote, Dove disclaims all warranties, express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing, usage, trade practice, sample, demonstration, proof of concept, or performance history.

22.4 Installation Workmanship Warranty

For physical installation, structured cabling, low-voltage wiring, equipment mounting, device configuration, and related field labor work performed by Dove (collectively, “Installation Work”), unless the applicable Quote states otherwise: (a) Dove warrants its installation workmanship for a period of six (6) months following the date of substantial completion; and (b) hardware and equipment supplied by Dove carry a twelve (12) month warranty for manufacturer defects, as further described in the applicable Quote. The Quote may specify different warranty periods, manufacturer-pass-through warranties, or extended warranty options, in which case the Quote terms control. The workmanship warranty does not cover equipment or hardware failures (which are subject to manufacturer warranties), damage caused by Client, misuse, unauthorized modifications, environmental factors, or events outside Dove’s control. No warranty applies to hardware or equipment supplied by Client.

23. Indemnification

23.1 Mutual Indemnity for Wrongful Conduct

Each party will defend, indemnify, and hold harmless the other party from third-party claims to the extent arising from the indemnifying party’s material breach of this Agreement, gross negligence, or willful misconduct.

23.2 Client Indemnity

Client will defend, indemnify, and hold harmless Dove, its Affiliates, officers, directors, employees, contractors, licensors, subcontractors, and Third Party Providers from and against third-party claims, losses, damages, fines, penalties, costs, and expenses arising out of or relating to:

• Client Data, content, recordings, campaigns, prompts, messages, phone numbers, or materials supplied by Client;

• Client’s use of the Services;

• Client’s violation of law, provider terms, carrier rules, or industry requirements;

• Client’s failure to obtain required notices, permissions, permits, registrations, or consents;

• Allegations that Client data, content, instructions, campaigns, recordings, or materials infringe, misappropriate, or violate intellectual property, privacy, publicity, biometric, or other rights;

• Unlawful or unauthorized calling, texting, recording, monitoring, surveillance, AI use, or data processing by Client;

• Bodily injury, property damage, privacy claims, telecom claims, consumer claims, employment claims, dispatch claims, or regulatory claims arising from Client’s use of the Services, except to the extent caused by Dove’s gross negligence or willful misconduct.

23.3 Procedure

The indemnified party will provide reasonably prompt notice of the claim, permit the indemnifying party to participate in the defense, and reasonably cooperate at the indemnifying party’s expense. The indemnified party may control the defense where reasonably necessary to protect its interests.

24. Limitation of Liability

24.1 Excluded Damages

Except for amounts finally awarded to a third party under an indemnity obligation, payment obligations, or breaches of confidentiality involving intentional misconduct, neither party will be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunities, use, data, recordings, evidentiary value, or reputation, even if advised of the possibility of such damages. All claims arising out of or relating to monitoring-related Services remain subject to the exclusions and cap set forth in this Section 24, except to the extent the applicable Service-Specific Terms provide a more specific alarm, monitoring, or video-surveillance liability cap, in which case the more specific cap controls for the applicable Service.

24.1A Time Limit for Claims. To the fullest extent permitted by law, any claim or cause of action arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the claim has accrued; provided, however, that claims for unpaid fees may be brought at any time within the longer period permitted by applicable law.

24.2 Liability Cap

Except for Client’s payment obligations, Client’s indemnity obligations, and damages to the extent caused by a party’s fraud or willful misconduct or by that party’s gross negligence to the extent such limitation is prohibited by applicable law or such gross negligence has been finally determined by a court of competent jurisdiction or arbitrator, each party’s aggregate liability arising out of or relating to the Services, including monitoring-related Services, will not exceed the greater of:

• The fees paid by Client to Dove for the specific Service giving rise to the claim during the three-month period immediately preceding the event giving rise to the claim, excluding pass-through hardware, software, licenses, taxes, carrier fees, and other Third Party costs; or

• $10,000.

24.3 Specific Exclusions

Without limiting the foregoing, Dove will not be liable for claims arising from or relating to:

• Third Party Services;

• Carrier failures, internet outages, utility failures, or third-party platform outages;

• E911, 911, dispatch, or emergency-calling failures except as non-waivable by law;

• Message filtering, carrier blocking, spam labeling, throughput limits, campaign rejection, or registration issues;

• Unauthorized access, cyber incidents, ransomware, toll fraud, spoofing, phishing, or similar activity not caused by Dove’s gross negligence or willful misconduct;

• Client’s failure to maintain backups, minimum requirements, physical security, notices, consents, permits, or lawful operating practices;

• Unsupported, obsolete, counterfeit, incompatible, or unlicensed systems;

• Acts or omissions of co-managed providers, landlords, utilities, carriers, OEMs, emergency responders, or other third parties;

• Out-of-scope services.

25. Term; Renewal; Cancellation; Termination

25.1 Agreement Term

This Agreement begins on the Effective Date and remains in effect until terminated as provided herein. Expiration or termination of one Quote does not by itself terminate any other Quote.

25.2 Quote Terms

Each Quote may have its own term, minimum commitment, project milestone schedule, renewal provision, or recurring billing structure.

25.3 Auto-Renewal

If a Quote provides for auto-renewal, the applicable Services will automatically renew at the end of the then-current term for successive renewal terms equal in length to the initial term (or such other renewal term stated in the Quote) at Dove’s then-current rates, unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term. Notice of non-renewal must be sent to Dove by email to accounting@dovecommunications.com or by written notice to Dove’s principal address; ticket-system requests, voicemail, or live phone calls alone are not sufficient. To the extent any Service is provided to a residential consumer, this auto-renewal disclosure is intended to satisfy the conspicuous-disclosure requirements of California Business & Professions Code §§17600–17606, and Client may cancel auto-renewal at any time by providing written notice to Dove using the contact information above; cancellation will be effective at the end of the then-current term unless Dove agrees otherwise in writing.

25.4 Termination for Cause

Either party may terminate this Agreement or an affected Quote for cause if the other party materially breaches the contract package and fails to cure within 20 days after written notice, except that nonpayment by Client may be subject to a shorter cure period stated in the Quote or invoice.

25.5 Dove Termination Rights

Dove may terminate or suspend affected Services upon notice if:

• Client fails to pay undisputed amounts when due and fails to cure;

• Client’s acts or omissions make the Services unlawful, insecure, abusive, unsafe, commercially impracticable, or technically unreasonable to continue;

• Client fails to maintain required minimum conditions or required permissions after notice;

• Continued service would expose Dove or a Third Party Provider to material legal, security, abuse-prevention, or operational risk.

• Client’s Environment presents a cybersecurity, network security, or data-security risk that Client fails to address within a reasonable time after written notice from Dove, and continued service would expose Dove, other customers, or Third Party Providers to material risk.

25.6 Early Termination by Client

If Client terminates a Quote without cause before the end of its committed term, Client will pay all early termination charges stated in the Quote, plus, at minimum, all remaining recurring fees that would have been payable for the balance of the committed term, all unamortized implementation costs, all noncancelable third-party charges, and any other amounts reasonably incurred by Dove because of that early termination.

26. Transition Assistance; Offboarding; Data Deletion

26.1 Transition Services

If Client requests transition assistance at the end of a Service, Dove may provide such assistance at Dove’s then-current rates, subject to prepayment or deposit requirements.

26.2 Preconditions

Dove may require payment in full of all outstanding amounts, including any applicable transition fees, export fees, porting charges, unpaid recurring fees, noncancelable third party charges, and other amounts then due, before performing transition assistance, releasing credentials, exporting data, coordinating ports, transferring administration, or taking any other offboarding action requested by Client.

26.3 Scope

Transition assistance may include, where applicable and reasonably available:

• Credential transition;

• Administrative coordination;

• Export of available Client Data;

• Transfer of numbers or service records;

• Deprovisioning of accounts or devices;

• Reasonable coordination with replacement providers.

26.4 Data Deletion

Unless otherwise required by law or expressly stated in a Quote, Dove has no obligation to continue storing Client Data, recordings, logs, configurations, exports, or other information after termination and may delete them in accordance with Dove’s standard practices and retention schedules.

27. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, power failures, utility failures, carrier outages, internet failures, supply disruptions, labor shortages, freight disruptions, tariffs, pandemics, epidemics, war, terrorism, civil unrest, cyberwarfare, cyberterrorism, governmental actions, or malicious attacks that circumvent reasonable protections.

If a force majeure event materially impairs performance for an extended period, Dove may suspend affected Services or terminate the affected Quote on written notice if continued performance is commercially impracticable.

28. Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that Dove may assign this Agreement in connection with a merger, acquisition, financing, internal reorganization, or sale of substantially all of its relevant assets or business.

29. Dispute Resolution

29.1 Good-Faith Negotiation

Before commencing arbitration, the parties will attempt in good faith to resolve the dispute through business discussions between authorized representatives.

29.2 Arbitration

Except for undisputed fee-collection actions, small-claims matters within applicable jurisdictional limits, and requests for temporary, preliminary, or equitable relief to protect confidential information, intellectual property, payments, security, or service integrity, any dispute arising out of or relating to this Agreement or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its commercial rules.

29.2A Class Action Waiver.

To the fullest extent permitted by law, each party agrees that any dispute will be resolved only on an individual basis and not as a plaintiff, claimant, class representative, or class member in any purported class, collective, consolidated, coordinated, representative, or private-attorney-general proceeding; provided, however, that if applicable law does not permit waiver of a particular representative claim, then that claim shall proceed only to the extent such waiver is unenforceable.

29.2B Public Injunctive Relief; Severability of Waiver

If a court of competent jurisdiction finds that applicable law (such as California’s rule announced in McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017)) precludes enforcement of the class action or representative-action waiver in §29.2A with respect to a particular claim for public injunctive relief, that specific claim must be severed from the arbitration and may proceed in a court of competent jurisdiction in Los Angeles County, California, while all other claims remain subject to arbitration on an individual basis. The unenforceability of the waiver as to a public-injunctive-relief claim will not affect the enforceability of the arbitration agreement, the class-waiver, or any other provision of this Agreement as to all other claims.

29.3 Venue

The arbitration will take place in Los Angeles County, California, unless the parties agree otherwise or the arbitrator permits remote proceedings.

29.4 Arbitrator

The matter will be heard by one neutral arbitrator experienced in commercial technology transactions.

29.5 Fees and Costs

The arbitrator may award reasonable attorneys’ fees and costs to the prevailing party to the extent permitted by law and the circumstances of the dispute.

30. Governing Law

This Agreement and all disputes arising from or relating to it are governed by the laws of the State of California, without regard to conflict-of-law rules. For any non-arbitrable claim, the parties consent to exclusive venue in Los Angeles County, California.

31. Miscellaneous

31.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, franchise, or agency relationship except as expressly stated for limited reseller or facilitation purposes.

31.1A No Fiduciary Relationship

The scope of Dove’s relationship with Client is limited to the specific Services provided under the contract package. No fiduciary, advisory, or special relationship exists between the parties beyond what is expressly stated in a Quote or this Agreement. If, by operation of law, a fiduciary relationship is imposed or presumed in connection with out-of-scope activities or advisory services, Client waives that relationship and any obligations thereunder to the fullest extent permitted by law. This limitation applies equally to Services involving virtual CIO, virtual CTO, strategic advisory, security advisory, compliance consultation, or similar engagements.

31.1B Data and Service Access Outside the United States

Some Services may be provided, supported, or administered by personnel or Third Party Providers located outside the United States. Client Data may be accessed, processed, transmitted, or stored on servers or platforms located outside the United States as part of normal service delivery, support operations, or cloud platform hosting. Client must notify Dove in writing before Services begin if Client requires data residency restrictions, geographic access controls, or limitations on out-of-country data processing. Implementing such restrictions may result in additional costs, reduced functionality, or modified service terms. Absent such written notice, Client acknowledges that data may be processed outside the United States consistent with Dove’s Privacy Policy and applicable Third Party Provider terms.

31.2 Notices

Formal notices under this Agreement must be sent by email, nationally recognized overnight courier, or certified mail to the addresses designated by the parties in the Quote or later updated in writing.

31.3 Entire Agreement

This Agreement, together with the applicable Quote, Service-Specific Terms, Privacy Policy, and any incorporated addenda or website-linked documents, constitutes the entire agreement between the parties regarding the applicable Services and supersedes prior discussions concerning those Services.

31.4 Amendment

This Agreement may be amended only by a writing accepted by both parties, except for website-linked documents that this Agreement expressly permits Dove to update.

31.5 Severability

If any provision is held unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

31.6 Waiver

A waiver is effective only if in writing and only as to the specific matter waived.

31.7 Counterparts and Electronic Acceptance

This Agreement and any Quote may be executed in counterparts and by electronic signature, PDF, click-through acceptance, or other electronic means, each of which will be deemed an original.

31.8 Personnel Conversion Fee

Client is not restricted from hiring or engaging Dove personnel. However, if Client directly hires or engages any Dove employee, contractor, or other personnel (“Dove Personnel”) who was assigned to Client’s account and materially involved in providing Services to Client during the prior twelve (12) months, Client agrees to pay Dove a conversion fee equal to twenty-five percent (25%) of the individual’s annualized first-year compensation (including base salary or wages, signing bonus if any, and other reasonably anticipated first-year cash compensation), payable within thirty (30) days of the hire or engagement date.

The conversion fee is intended solely to compensate Dove for recruiting, training, transition, and replacement costs, and is not intended to prevent or restrict any individual from pursuing employment or other work opportunities. This section does not restrict general job applications, general solicitations not targeted at specific Dove Personnel, responses to public job postings, unsolicited applications initiated by the individual, or hires expressly approved in advance in writing by Dove.

31.9 Critical Vendor Status

In the event Client files for bankruptcy, becomes subject to an insolvency proceeding, makes an assignment for the benefit of creditors, enters receivership, or otherwise seeks protection from creditors, Client agrees that Dove is a critical vendor to Client’s ongoing operations and to Client’s ability to maintain communications, security, monitoring, alarm response, life-safety signaling, network connectivity, data access, and similar essential services. Client will take commercially reasonable steps to have Dove designated as a critical vendor entitled to payment for pre- and post-petition Services and to any priority, status, or treatment afforded to Client’s other critical vendors, to the maximum extent permitted by applicable bankruptcy or insolvency law. This Section is not a guarantee of any particular treatment by a bankruptcy court or other tribunal, but is intended to evidence the parties’ mutual understanding and intent regarding Dove’s role.

32. Public Statements and Reviews

Nothing in this Agreement prohibits Client from making truthful statements or lawful reviews regarding Dove’s services. However, Client shall not knowingly or recklessly publish, post, transmit, encourage, or cause to be published any false, misleading, defamatory, fraudulent, impersonating, or materially incomplete statement regarding Dove, its personnel, its services, or any third-party services provided, resold, referred, or facilitated by Dove.

Client agrees to notify Dove of service disputes and provide a reasonable opportunity to investigate before publishing statements alleging fraud, illegality, data loss, privacy breach, cybersecurity failure, monitoring failure, service abandonment, or other serious wrongdoing, unless disclosure is required by law or necessary to address an immediate safety, legal, or regulatory risk. Dove reserves all rights and remedies available under law for false, misleading, defamatory, or unlawful statements.

Client acknowledges that false or misleading public statements regarding Dove’s professional services, security services, monitoring services, telecom services, cybersecurity services, or business integrity may cause irreparable harm for which monetary damages may be inadequate. Dove may seek injunctive or equitable relief to stop, correct, or mitigate such statements, in addition to any other remedies available at law.

This section does not limit Client’s right to provide truthful information to regulators, law enforcement, courts, insurers, attorneys, accountants, auditors, or other professional advisors, or to make truthful statements protected by applicable law.

Acceptance

This Agreement does not require a separate signature. By approving, signing, clicking to accept, paying, or authorizing Dove to proceed on any Quote that incorporates this Agreement by reference, Client confirms acceptance of this Agreement and all applicable incorporated documents.

Website Version Note

Document: Master Services Agreement Version: v1.0 Rev. 02-2026 Effective Date: February 1, 2026 Last Updated: February 1, 2026