Product document, published exactly as every Zevli CRM installation serves it.

ZEVLI CRM Terms and Conditions

Version 1.4 — September 22, 2026

1. Subject Matter

1.1. ZEVLI CRM (hereinafter, the “Software”) is a computer program owned by Tele Network Solutions, LLC, a limited liability company organized under the laws of the State of Florida, United States of America (hereinafter, “TNS”). This document constitutes the end user license agreement for the Software, is hereinafter referred to as these “Terms”, and governs the relationship between TNS and the purchaser of the license. The privacy policy of the Software is hereinafter referred to as the “Privacy Policy”.

1.2. Upon purchase, the natural person or legal entity making the purchase (hereinafter, the “Licensee”) obtains a perpetual license (hereinafter, the “License”) to install and use the Software in its business.

1.3. The consideration for the License consists of a single payment. The License is not subject to any subscription or monthly fee, without prejudice to the optional renewal of the Update Period governed by Section 5.5.

1.4. The subject matter of the purchase is the License and not the Software. Ownership of the Software’s code remains with TNS.

1.5. For purposes of these Terms, “Users” means the persons to whom the Licensee grants access to the Software, and “Data Subjects” means the natural persons whose personal data the Licensee processes by means of the Software, including its clients and those persons who submit documentation through the portal referred to in Section 3.1. TNS and the Licensee are hereinafter referred to, collectively, as the “Parties” and, each of them, as a “Party”.

2. Place of Installation and Ownership

2.1. The Software is installed on a computer belonging to the Licensee (hereinafter, the “Equipment”), with the Licensee’s own database. The copy of the Software installed on the Equipment is hereinafter referred to as the “Installation”. Accordingly:

The data stored in the Installation belongs to the Licensee. TNS has no access to such data.
The Equipment belongs to the Licensee. Its maintenance, power supply, connectivity and physical security are borne by the Licensee.
The backups belong to the Licensee. The Software generates and encrypts them, and stores them in the Licensee’s Google Drive or OneDrive account, protected by a key held solely by the Licensee (hereinafter, the “Encryption Key”).

2.2. The Licensee is expressly informed that, in the event of loss of the Encryption Key, no person, including TNS, will be able to recover the backups. This provision is not intended to exempt TNS from liability; it describes a technical property of the encryption used, which prevents any person other than the Licensee from reading such backups.

2.3. Where TNS supplies the Equipment together with the License, the Equipment shall be invoiced as a setup charge, separate from the License price, and title to it shall pass to the Licensee upon delivery. From that moment, Section 2.1 shall apply equally to Equipment supplied by TNS, without prejudice to the warranty set forth in Section 9.5.

3. Permitted Uses

3.1. The License entitles the Licensee to:

Install and use the Software in its business.
Manage several companies within the same Installation, provided that such companies belong to the Licensee and up to the number of companies covered by the License purchased. That number may be increased by purchasing additional companies in the TNS store.
Grant access to the Software to the Users, with the roles and permissions the Licensee determines.
Enable the portal through which Data Subjects submit documents to the Licensee’s Installation.
Connect to the Software the services it deems appropriate (including, among others, Meta, Google, Stripe or an artificial intelligence provider).
Make backups and restore them whenever needed.

4. Prohibited Uses

4.1. The Licensee shall not:

Resell, rent or sublicense the Software to third parties, without prejudice to the assignment permitted by Section 25.2.
Offer the Software as a service to other companies (including the creation of its own software-as-a-service, or SaaS, offering based on the Software).
Remove or alter the Software’s authorship notices.
Decompile or reverse engineer the Software’s code, except to the extent the law expressly permits it.
Use the Software for unlawful purposes.
Process, store or distribute by means of the Software any material that infringes the rights of third parties, as set forth in Section 15.
Use the Software in contravention of Section 16 (messaging and communications), Section 17 (sensitive data and health information) or Section 18 (evaluation of individuals).

4.2. The resale of the Software or its integration into the Licensee’s own commercial offering may be negotiated with TNS and shall require a separate agreement.

5. Updates and Support

5.1. The services included and not included in the License are as set forth below:

Item	Scope
Updates	Included during the Update Period (Section 5.4)
Security fixes	Included during the Update Period (Section 5.4)
Bug fixes	Included during the Update Period (Section 5.4)
New features	May require a new version, subject to its own price
Installation support	As agreed at the time of purchase
Third-Party Services	Not dependent on TNS (see Section 7)
TNS Services (Section 7.3)	Included with the License, irrespective of the Update Period (Section 5.6)

5.2. The Licensee shall not be required to update the Software. The License, being perpetual, shall continue to cover the use of the version held by the Licensee.

5.3. However, a version that has not been updated may cease to function if a Third-Party Service (as defined in Section 7.1) changes its interface, and will not receive security patches.

5.4. The License includes the updates, security fixes and bug fixes released by TNS during the twelve (12) months following the date of purchase (hereinafter, the “Update Period”, referred to in the TNS store as “Maintenance and service”). An update means the release of a corrective or maintenance version of the Software, excluding versions that incorporate new features, which are governed by Section 5.1.

5.5. Upon the expiry of the Update Period, the Licensee may renew it for successive periods of the same duration as that set forth in Section 5.4, by paying the price established by TNS at the time of renewal. Renewal shall be optional, shall be invoiced separately from the License price, shall take effect from the date of payment and shall not cover the period elapsed since the previous expiry.

5.6. A failure to renew shall not affect the License, which shall remain perpetual: the Licensee may continue to use indefinitely the last version to which it was entitled. It shall, however, cease to receive updates and fixes, including security fixes, so that the Software may cease to function if a Third-Party Service changes its interface and will not receive security patches, risks which the Licensee assumes. The TNS Services described in Section 7.3 shall continue to be provided to the Installation irrespective of the renewal of the Update Period, and shall cease only in the cases set forth in Section 11.4.

5.7. The License is activated on a single Installation. The Licensee may transfer the License to new Equipment from within the Software: the request is made from the destination Installation, TNS sends a single-use confirmation link to the purchase email address, and the transfer takes effect upon confirmation. From that moment, the previous Installation ceases to receive the TNS Services. In order to prevent the simultaneous use of one License on several pieces of Equipment, the Licensee may carry out one transfer every ninety (90) days by this procedure; in any other case, the Licensee shall contact TNS in accordance with Section 24.

6. Licensee’s Obligations

6.1. The Licensee shall:

Comply with the law with respect to the data it stores. The Licensee is responsible for its clients’ data; TNS is not.
Obtain the consents that its activity requires, in particular for messaging, as set forth in Section 16, and for the use of artificial intelligence, as set forth in Section 19.
Protect the Equipment, in particular by means of disk encryption, adequate passwords and controlled physical access.
Keep the Encryption Key in a location other than the Equipment.
Review the permissions of the Users.

7. Third-Party Services

7.1. The Software connects to the services of Meta, Google, Microsoft, Twilio, Stripe, DocuSign, Documenso and such other providers of electronic signature, messaging, payment, storage and artificial intelligence services as the Licensee connects to the Software (hereinafter, collectively, the “Third-Party Services” and each, a “Third-Party Service”). None of them belongs to TNS.

7.2. With respect to the Third-Party Services:

Each Third-Party Service is governed by its own terms, which the Licensee accepts upon connecting it.
The Licensee pays the price of such services directly to each provider.
If a Third-Party Service changes its interface, increases its price or ceases operations, the Software may lose the corresponding functionality. TNS shall use reasonable efforts to adapt the Software, but does not control such circumstances.
The foregoing applies equally to artificial intelligence: the Licensee selects the provider and contracts directly with it. The processing by such provider of the data it receives depends on that contract and not on the Software. The Licensee shall read such contract before using artificial intelligence with sensitive case files.

7.3. Two services, and only two, are TNS’s own and operate without the Licensee having to connect any service (hereinafter, collectively, the “TNS Services”):

Zevli Connect. A relay service through which connection permissions with Meta, Google, Microsoft, Stripe, DocuSign and Twilio are processed, through which inbound Meta messages pass where the connection was established by that route, through which the License is obtained and, where applicable, transferred (Section 5.7), and through which authentication emails and emails relating to the transfer of the License are sent by means of the provider Resend. In ordinary operation, Zevli Connect stores no content from the Installation: it signs the message and delivers it to the Installation. It retains only the record of issued licenses and of requested transfers, described in Section 2.4 of the Privacy Policy. Where the Installation is not reachable, the envelope is stored encrypted (AES-256-GCM) in the service for the sole purpose of retrying delivery, for a maximum of seven (7) days in the case of messages and twenty-four (24) hours in the case of connection credentials, after which it is deleted. TNS’s administration panel does not display the content of such envelopes under any circumstances.
Sentry. An error reporting system hosted by TNS. Each report is first passed through a filter that removes passwords, connection strings, email addresses and credentials. No IP addresses or cookies are transmitted. Reports are retained for ninety (90) days, after which they are deleted. The Licensee may disable this service by removing its configuration from the Installation.

7.4. The TNS Services are described in further detail in the Privacy Policy. The use of the TNS Services with health information is subject to Section 17.

8. Price and Payment

8.1. The License price is agreed at the time of purchase and consists of a one-time payment. For the purposes of these Terms, the date of purchase means the date of issuance of the invoice for the License. TNS does not apply recurring charges for the use of the Software; the renewal of the Update Period provided for in Section 5.5 is optional and is invoiced separately.

8.2. The costs of the Third-Party Services are separate from the License price and are borne by the Licensee.

8.3. The License price is non-refundable once the License has been delivered and the Software installed, except to the extent that applicable law provides otherwise or that TNS agrees otherwise in writing. The setup charge for Equipment supplied by TNS (Section 2.3) shall be refundable only if the Equipment is returned unused within thirty (30) days of delivery.

9. Warranty and Disclaimer of Warranties

9.1. During the Update Period, TNS warrants that the Software operates as described in its documentation. Should the Software fail to operate as stated by TNS, TNS shall correct it. Such correction is the Licensee’s sole remedy and TNS’s sole obligation under this Section. Upon expiry of the Update Period, and absent renewal pursuant to Section 5.5, this warranty terminates.

9.2. Except as provided in Section 9.1, the Software is provided “as is”. TNS does not warrant that the Software is fit for any particular purpose that TNS has not agreed to in writing with the Licensee, that it will operate without interruption, or that it is free of all errors.

9.3. TNS does not act as the Licensee’s attorney or accountant. The Software organizes case files and does not provide legal, immigration or tax advice, and TNS shall not be liable for the professional decisions the Licensee makes on the basis of the information the Software displays.

DISCLAIMER OF WARRANTIES

9.4. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 9.1 AND ANYTHING TNS HAS AGREED TO IN WRITING WITH THE LICENSEE PURSUANT TO SECTION 9.2, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TNS EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND IN PARTICULAR THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF NON-INFRINGEMENT. TNS DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT ITS OUTPUT, INCLUDING THE OUTPUT OF THE ARTIFICIAL INTELLIGENCE ASSISTANT, WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PARTICULAR PURPOSE, OR THAT THE LICENSEE’S USE OF THE SOFTWARE WILL COMPLY WITH THE LAWS APPLICABLE TO THE LICENSEE’S ACTIVITY. NO ORAL OR WRITTEN STATEMENT BY TNS OR ITS PERSONNEL CREATES ANY WARRANTY OTHER THAN THOSE SET FORTH IN SECTIONS 9.1, 9.2 AND 9.5.

9.5. Warranty for Equipment supplied by TNS. Where the Equipment has been supplied by TNS pursuant to Section 2.3, TNS warrants, for twelve (12) months from the date of delivery, that the Equipment is free from manufacturing defects. During that period, TNS shall, at its option, repair or replace the defective Equipment. If the defect becomes apparent within thirty (30) days of delivery, TNS shall bear the shipping costs in both directions; after that period, the Licensee shall bear the cost of shipping the Equipment to TNS and TNS the cost of its return. This warranty does not cover damage resulting from impact, liquids, electrical surges, opening or modification of the Equipment, or use other than as intended, and does not extend to the data stored on the Equipment, the backup of which rests with the Licensee under Section 2.1; the Software allows the License to be transferred to other Equipment under Section 5.7. Repair or replacement constitutes the Licensee’s sole remedy for defects in the Equipment. The disclaimer of warranties in Section 9.4 applies to the Equipment in all respects not covered by this Section.

10. Limitation of Liability

10.1. To the extent permitted by law, TNS’s total liability shall not exceed the amount paid by the Licensee for the License and for the renewals of the Update Period paid in the twelve (12) months preceding the event giving rise to the claim.

10.2. TNS shall not be liable for lost profits, loss of clients, reputational harm, or indirect or consequential damages.

10.3. TNS shall not be liable for the loss of the Licensee’s data, since TNS does not hold such data: the data resides on the Equipment and its backups are stored in the Licensee’s cloud storage service. TNS shall be liable for the backup tool operating as described.

10.4. Nothing in this Section limits any liability that the law does not permit to be limited (willful misconduct, gross negligence or personal injury).

10.5. The indemnification obligations assumed by the Licensee under Section 20 are not subject to the limits set forth in this Section, which apply solely to TNS’s liability.

11. Term and Termination

11.1. The License is perpetual and does not expire.

11.2. TNS may suspend the License if the Licensee breaches Section 4 (resale or unlawful use of the Software) and fails to cure such breach after notice from TNS.

11.3. Upon termination of the License, the data shall continue to belong to the Licensee: it resides on the Equipment, and the Licensee may export and restore it using the Software’s own tools. TNS does not retain the Licensee’s data or condition the Licensee’s access to it.

11.4. TNS shall cease to provide the TNS Services to an Installation only where the License has been suspended under Section 11.2, where it has been transferred to another Installation under Section 5.7, or where the corresponding purchase has been cancelled or its price refunded. A failure to renew the Update Period shall not constitute grounds for ceasing the TNS Services. The Software continues to operate on the Equipment in all of the foregoing cases, subject to the limitations inherent in the absence of those services.

12. Dispute Resolution

Prior Negotiation

12.1. Except as provided in Section 12.6, before commencing any judicial proceeding, the Party having a claim shall notify the other Party in writing, in accordance with Section 24. The notice shall state, at a minimum, the identification of the Licensee, a description of the facts and of the basis of the claim, the amount claimed and the remedy sought. Notice addressed to TNS shall be sent to the mailing address and to the email address set forth in Section 31. The Parties shall have a period of thirty (30) calendar days from receipt of the notice to resolve the claim in good faith. During such period, the running of the applicable statutes of limitations with respect to the noticed claim shall be tolled.

Limitations Periods

12.2. Claims arising out of these Terms are subject to the limitations periods established by applicable law. These Terms do not shorten any limitations period and do not establish any contractual period of repose, consistent with Fla. Stat. § 95.03.

Exclusive Forum

12.3. Except as provided in Section 12.6, any dispute arising out of or relating to these Terms, the License or the Software shall be submitted exclusively to the state and federal courts located in Osceola County, State of Florida, United States of America. Both Parties expressly submit to the personal jurisdiction of such courts and waive any objection to venue, as well as any defense of forum non conveniens.

WAIVER OF JURY TRIAL

12.4. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, ON A MUTUAL BASIS, ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING, ACTION, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR IN TORT, ARISING OUT OF OR RELATING TO THESE TERMS, THE LICENSE OR THE SOFTWARE. EACH PARTY REPRESENTS THAT IT HAS READ AND UNDERSTOOD THIS WAIVER, THAT IT HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL OF ITS CHOICE, AND THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTERING INTO THESE TERMS.

Class and Representative Action Waiver

12.5. Disputes shall be resolved solely on an individual basis. Neither the Licensee nor TNS shall bring or participate, against the other Party, in any class, consolidated, representative or private attorney general action, or act as a class representative or class member. Neither Party may consolidate the claims of more than one person in a single proceeding. If this waiver is held unenforceable as to a particular claim, that claim shall be litigated in the courts identified in Section 12.3, and the remainder of this Section 12 shall remain in full force and effect.

Exceptions

12.6. Notwithstanding Sections 12.1 and 12.3, either Party may:

Bring in small claims court those claims that fall within the jurisdiction of such court, which shall be brought in the county of the Licensee’s domicile.
Seek urgent injunctive relief before any court of competent jurisdiction, including relief to protect intellectual property, confidentiality or data security, or to prevent unauthorized use.

Costs

12.7. Each Party shall bear its own fees and costs, unless the court orders otherwise in accordance with applicable law.

13. Governing Law

13.1. These Terms are governed by the laws of the State of Florida, United States of America, without regard to its conflict of laws rules.

14. Amendments to these Terms

14.1. The Terms accepted by the Licensee at the time of purchase remain in force with respect to its License. A new version of these Terms shall apply to new purchases, or to the Licensee’s License if the Licensee expressly agrees to its update.

15. Responsibility for Content

15.1. The Licensee retains ownership of all content, data, documents, files, text, images and material of any kind that it enters or causes to be entered into the Software, as well as of that generated from such material within the Installation (hereinafter, the “Content”). These Terms transfer to TNS no ownership of, and no license to, the Content.

15.2. The Licensee represents and warrants that it holds the ownership, intellectual and industrial property rights, licenses, authorizations and consents necessary in respect of all Content that it processes by means of the Software, including Content submitted by Data Subjects through the portal, and that its processing by means of the Software does not infringe the rights of third parties.

15.3. It is prohibited to process, store, reproduce, communicate or distribute by means of the Software any material that infringes intellectual or industrial property rights, rights of publicity, trade secrets or any other rights of third parties, as well as any material the possession or dissemination of which is unlawful.

15.4. TNS does not monitor, review or control the Content, which resides in the Installation and to which TNS has no access. Copyright infringement claims addressed to TNS are handled in accordance with the Software’s content takedown policy.

16. Messaging and Communications

16.1. The Software permits the sending of campaigns and individual messages through WhatsApp, Messenger, Instagram, SMS and email. Such features constitute technical tools made available to the Licensee, which decides, at its sole discretion, the content, the timing and the recipients of each transmission.

16.2. The Licensee is solely responsible for:

Obtaining, prior to each transmission, the consent required by law from each recipient, and retaining proof of such consent, stating its date, the means by which it was obtained and its scope, for the period required by law.
Honoring opt-out requests and revocations of consent without delay, and maintaining the corresponding suppression lists.
Complying with the calling hours, frequency limits, sender identification requirements, opt-out mechanisms and other applicable restrictions and do-not-call or do-not-solicit registries, federal and state, including those established by the Telephone Consumer Protection Act, the Florida Telephone Solicitation Act and the CAN-SPAM Act.
Complying with the policies, terms of use and format, template and messaging window restrictions imposed by the platforms and carriers through which transmissions are made.

16.3. TNS does not monitor, review, approve or filter the content or the recipients of transmissions, does not verify the existence, validity or currency of the recipients’ consent, and does not act as the sender of such communications.

16.4. The Licensee assumes in full the risk arising from the transmissions it makes by means of the Software, including liability for the per-message statutory damages provided by applicable law, and shall indemnify TNS in accordance with Section 20.

17. Sensitive Data and Health Information

17.1. The Software permits the storage and processing, within the Installation, of sensitive data included in case files, such as immigration status, medical examination reports and background records. Such data resides in the Installation, to which TNS has no access.

17.2. It is prohibited to transmit or store protected health information through the TNS Services described in Section 7.3, namely Zevli Connect and Sentry, without having first executed a Business Associate Agreement (“BAA”) with TNS. In the absence of such agreement, TNS does not act as the Licensee’s business associate and assumes no obligation under health care law.

17.3. The Licensee is expressly advised that third-party messaging services, and in particular WhatsApp and the other Meta platforms, are not suitable for the communication of protected health information, since their operators do not execute business associate agreements with respect to such communications.

17.4. Compliance with the laws applicable to the processing of health information rests solely with the Licensee, including the determination of its own status and the obtaining of the Data Subjects’ authorizations. The Licensee may disable Sentry by removing its configuration from the Installation.

18. Evaluation of Individuals

18.1. It is prohibited to use the Software as a consumer reporting agency or to prepare, furnish or communicate consumer reports within the meaning of the Fair Credit Reporting Act.

18.2. It is prohibited to use the Software, or the information contained in it, to make decisions regarding employment, the rental or purchase of housing, credit, insurance or any other purpose regulated by the Fair Credit Reporting Act, otherwise than in accordance with the requirements of that statute.

18.3. TNS is not a consumer reporting agency, the Software is not a consumer report, and TNS neither verifies nor warrants the accuracy of the information that the Licensee enters or consults for such purposes.

19. Artificial Intelligence

19.1. The Software includes an artificial intelligence assistant that drafts text and prepares summaries. The artificial intelligence provider is selected by the Licensee, which contracts directly with it, and constitutes a Third-Party Service in accordance with Section 7.

19.2. The text and summaries generated by the assistant are to be treated as a draft. The Licensee shall subject them to human review before using them, sending them to third parties or incorporating them into a case file, and is responsible for the professional decisions it makes on the basis of them.

19.3. TNS does not warrant the accuracy, completeness or suitability of the assistant’s output, which does not constitute legal, immigration, tax or medical advice, as set forth in Sections 9.3 and 9.4.

20. Indemnification

20.1. The Licensee shall indemnify, defend and hold harmless TNS and its members, managers, employees and personnel (hereinafter, the “Indemnified Persons”) from and against any claim, action, proceeding, penalty, judgment, settlement, damage, loss, cost and expense, including reasonable attorneys’ fees, arising out of any of the following:

(i) The infringement of third parties’ intellectual or industrial property rights, rights of publicity or trade secrets by the Content that the Licensee processes by means of the Software.
(ii) The sending of messages, calls or emails without the consent required by law or without observing the requirements applicable to such transmissions, including those established by the Telephone Consumer Protection Act, the Florida Telephone Solicitation Act and the CAN-SPAM Act.
(iii) The breach of applicable data protection law with respect to the Data Subjects, including the obligations to provide notice, to honor their rights and to report security incidents.
(iv) The use of the Software with protected health information without the business associate agreement required by Section 17.2, or in contravention of applicable health care law.
(v) The use of the Software to evaluate individuals otherwise than in accordance with the Fair Credit Reporting Act, as set forth in Section 18.
(vi) The unlawful use of the Software and the breach of the prohibited uses set forth in Section 4.

20.2. The Indemnified Persons shall notify the Licensee, without undue delay, of any claim covered by this Section. A failure to give timely notice shall reduce the Licensee’s obligation only to the extent of the prejudice actually caused to it by such delay.

20.3. The Licensee shall assume the defense of the claim with counsel of recognized standing. TNS may participate in such defense with its own counsel and at its own expense, and the Licensee shall provide it with reasonable information and cooperation. The Licensee shall not settle, consent to judgment or otherwise resolve the claim on terms that impose any obligation on, admit liability of, or affect the rights of an Indemnified Person without that Person’s prior written consent.

20.4. The indemnification obligation set forth in this Section is not subject to the limitation of liability in Section 10 or to any other monetary limit provided in these Terms.

21. Export Controls and Sanctions

21.1. The Software is subject to the export control laws of the United States of America, including the Export Administration Regulations, and to the sanctions programs administered by the Office of Foreign Assets Control of the Department of the Treasury.

21.2. The Licensee represents and warrants that it is not domiciled or established in a territory subject to an embargo or to comprehensive sanctions, that it is not listed on any restricted party list maintained by the authorities of the United States of America, and that it is not acting on behalf of any person so listed. The Licensee undertakes not to export, re-export, transfer or make available the Software in contravention of such laws.

21.3. The Software is marketed for installation and use in the United States of America. The acquisition or use of the Software outside that territory may be subject to additional requirements concerning data protection, commercial communications and export control, the verification and satisfaction of which rest with the Licensee. TNS makes no representation that the Software complies with the laws of jurisdictions other than the United States of America.

22. Acceptance of these Terms

22.1. These Terms are accepted upon the creation of the first account in the Software, at which time the Software records the date and the version number of the Terms accepted.

22.2. The record made in accordance with Section 22.1 constitutes the evidence of the Licensee’s acceptance of these Terms and of the version accepted.

23. Language

23.1. These Terms are executed in the English language. The English-language version is the sole authoritative version and shall prevail in the event of any discrepancy, conflict or question of interpretation. The Spanish-language version is a courtesy translation and has no effect on the interpretation of the English-language version.

24. Notices

24.1. Notices between the Parties shall be given in writing. Notices to TNS shall be sent simultaneously to the mailing address and to the email address set forth in Section 31. Notices to the Licensee shall be sent to the mailing address and the email address it provided at the time of purchase, or to those it has subsequently communicated in accordance with this Section.

24.2. Notices shall be deemed received: if delivered by hand, upon delivery; if sent by certified mail, return receipt requested, on the fifth (5th) business day following deposit; and if sent by email, on the business day following transmission, provided that the sender does not receive a delivery error notification.

24.3. Either Party may change its addresses for notice purposes by a communication given in accordance with this Section.

25. Assignment

25.1. The Licensee may not assign or transfer the License or the rights and obligations arising out of these Terms, whether by agreement or otherwise, without the prior written consent of TNS. Any assignment in contravention of this Section shall be void.

25.2. Notwithstanding Sections 4.1 and 4.2, in the event of a transfer of the whole of the Licensee’s business, including the Equipment on which the Installation resides, TNS shall grant the consent required by Section 25.1 to the assignment of the License to the acquirer, and shall not unreasonably withhold it, provided that the following three conditions are met:

The Licensee gives TNS prior written notice, in accordance with Section 24, identifying the acquirer.
The acquirer accepts these Terms by a writing addressed to TNS in accordance with Section 24, stating the version accepted, which shall be the version then in effect.
The Licensee ceases all use of the Software and retains no copy of it, other than any copy it is required by law to retain.

Ownership of the Software’s code remains with TNS in all cases, in accordance with Section 1.4.

25.3. TNS may assign these Terms and the rights and obligations arising out of them, in whole or in part, in connection with a merger, a spin-off, a sale of assets, a corporate reorganization or a change of control, as well as to any entity within its group, without the Licensee’s consent.

25.4. These Terms bind, and inure to the benefit of, the Parties and their successors and permitted assigns.

26. Force Majeure

26.1. Neither Party shall be liable for any delay in or failure of performance of its obligations, other than payment obligations, resulting from circumstances beyond its reasonable control, including natural disasters, extreme weather events, fire, epidemics, armed conflict, acts of terrorism, acts of governmental authorities, widespread failures of electrical power or telecommunications, cyberattacks by third parties, and the interruption or discontinuation of a Third-Party Service.

26.2. The affected Party shall notify the other Party without undue delay and shall use reasonable efforts to resume performance.

27. Severability

27.1. If any provision of these Terms is held void, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

27.2. The affected provision shall be deemed replaced by such valid and enforceable provision whose content and economic effect most closely reflect the intention of the Parties expressed in the replaced provision; and, if such replacement is not possible, it shall apply only to the extent enforceable.

28. No Waiver

28.1. Any forbearance, delay or omission by a Party in exercising a right or remedy arising out of these Terms shall not constitute a waiver of that right or remedy, or of any other, and shall not preclude its subsequent exercise.

28.2. Any waiver shall be in writing and signed by the Party granting it, and shall be effective only with respect to the specific matter and occasion for which it was granted.

29. Survival

29.1. Following the termination or suspension of the License, for any reason, the following Sections shall remain in full force and effect: 1.4 and 4 (ownership of the Software and prohibited uses), 2 (ownership of the data and Encryption Key), 8.3 (non-refundable nature of the price), 9.4 (disclaimer of warranties), 10 (limitation of liability), 12 (dispute resolution, forum, waiver of jury trial and class action waiver), 13 (governing law), 15 (responsibility for Content), 16 through 19 (messaging, health information, evaluation of individuals and artificial intelligence), 20 (indemnification), 21 (export controls and sanctions), 23 (language), 24 (notices), 25 (assignment) and 27 through 31, together with the Licensee’s data protection obligations with respect to the Data Subjects and any payment obligation accrued prior to termination.

30. Entire Agreement

30.1. These Terms, together with the Privacy Policy, the order or invoice for the License and the invoices for the renewal of the Update Period, constitute the entire agreement between the Parties with respect to the Software and supersede all prior agreements, proposals, quotations, representations and communications, whether oral or written, concerning the same subject matter.

30.2. The Licensee’s general purchase conditions, purchase orders and other documents that the Licensee may send to TNS shall have no effect on these Terms, even if TNS acknowledges receipt of them, unless TNS expressly accepts them in writing with reference to this Section.

31. Contact

31.1. The contact details of TNS are as follows:

Name: Tele Network Solutions, LLC
Email: info@telenetworksolutions.com
Address: 2731 Sheffield Cir, Kissimmee, FL 34746, United States

These Terms correspond to version 1.3 of this document.