Master Services Agreement ("MSA")

Carolina Digital Phone, Inc. (“Carolina Digital” or “the Company”) shall provide Customer the services listed in the Service Quote. Pricing is based on the Quote, and Monthly Recurring Charges (“MRC”) may change based on service additions or modifications. Additional services may be added via written Amendments, each governed by the original Service Term.

The Customer agrees to the following Terms and Conditions:

1. Effective Date & Terms
This Agreement is effective upon Carolina Digital’s acceptance of the Customer’s signed Service Agreement. Services will commence upon availability and continue until the expiration of the service term or earlier termination as set forth herein. Fixed-term agreements lock in monthly charges for the term specified. Month-to-month services are subject to periodic price increases.

2. Billing & Payment Terms
Usage-based calls are rated individually and rounded to the nearest penny, minimum $0.01. Billing is issued monthly for prior usage and prepayment of recurring services. Prorated charges for partial months and setup/equipment fees are billed as applicable. Payment is due 15 days after the invoice date unless otherwise stated. Late payments (25+ days overdue) accrue interest at 1.5% per month or the highest rate permitted by law. Accounts 60+ days overdue may be suspended or terminated, and phone numbers forfeited after lawful procedures are followed, in compliance with FCC number portability rules. Carolina Digital may impose a surcharge or service fee for payments made by credit card, as permitted by applicable law. This fee will be disclosed at the time of payment.

3. Taxes & Fees
Customer is responsible for all applicable local, state, and federal taxes, fees, and government-imposed surcharges unless otherwise specified. Carolina Digital may adjust invoices to reflect new or increased taxes or fees implemented after contract execution.

4. Service & Rate Changes
Initial rates are detailed in the Service Quote. Carolina Digital may adjust rates for regulatory fees, market cost changes, or service plan compliance. If the Customer objects to a rate increase, they must notify Carolina Digital in writing within 21 days of the first invoice reflecting the change. Carolina Digital may revoke the revision, or the Customer may terminate the agreement within 10 days thereafter.

5. Equipment
Leased or loaned equipment remains Carolina Digital property. The Customer shall not tamper with the equipment and agrees to allow Carolina Digital access to retrieve its equipment upon service termination. The Customer is responsible for securing any Customer-owned equipment (phones, routers, firewalls) and bears liability for breaches that result in fraud or toll charges.

6. Minimum Service Requirements
Discounted pricing requires the Customer to maintain the agreed-upon service levels unless otherwise agreed in writing.

7. Termination by Customer:

Without Cause: Early termination requires payment of all charges through the termination date plus 100% of the remaining MRC for the term. This is agreed by the parties to be liquidated damages (not a penalty) and a fair estimate of loss in compliance with NC law.

For Cause: The Customer may terminate if Carolina Digital is in Material Breach (e.g., persistent service failure) and fails to cure within 5 business days of written notice. Exceptions include failures due to Customer equipment, internet issues, power outages, or force majeure events.

8. Termination by Carolina Digital
Carolina Digital may discontinue service if there is non-payment, legal/regulatory violation, fraud/misrepresentation, insolvency, deteriorating creditworthiness, or AUP violations.

9. 911 / E911 Compliance
IMPORTANT NOTICE: VoIP 911 service has inherent limitations. Service may fail during power or internet outages. Calls may be routed to non-standard PSAPs. Location info may be inaccurate. Customers must keep their address data current. By signing, Customer acknowledges receipt and understanding of these limitations in accordance with FCC 47 CFR §§ 9.1–9.20.

10. Robocall Mitigation & STIR/SHAKEN
Carolina Digital certifies compliance with FCC robocall mitigation requirements. STIR/SHAKEN is implemented for outbound traffic, and there is an active robocall mitigation plan for all calls. Carolina Digital reserves the right to block suspected fraudulent calls in compliance with federal law. No mitigation service is 100% effective.

11. Force Majeure
Neither party shall be liable for delays or non-performance caused by events beyond its reasonable control, including acts of God, natural disasters, network failures, regulatory changes, or pandemics. Obligations resume promptly after resolution of such events.

12. Choice of Law & Venue
This Agreement is governed by North Carolina law. Exclusive jurisdiction lies in NC state or federal courts.

13. Jury Trial Waiver
The parties waive jury trial rights to the extent permitted by law. This waiver is void in NC state courts under N.C. Gen. Stat. § 22B-10.

14. Notices
All notices shall be in writing and sent to:
Customer: at the mailing or email address in the Service Agreement.
Carolina Digital: 301 S Elm St., Suite 601, Greensboro, NC 27401.

15. Auto-Renewal & NC §75-41 Compliance
Carolina Digital will notify the Customer in writing of renewal terms at least 60 days before the expiration date, in compliance with N.C. Gen. Stat. §75-41. The Agreement will auto-renew unless the Customer objects within 60 days.

16. Local Number Portability (LNP)
Porting of numbers must be coordinated in advance. Port cancellations or changes may incur fees as detailed in the Service Quote. Carolina Digital complies with FCC number portability rules and will release numbers upon lawful request, provided accounts are in good standing.

17. Miscellaneous Provisions

Non-Waiver: No provision may be waived except in writing.
Severability: If any term is held invalid, the remaining provisions remain effective.
Construction: Both parties have reviewed this Agreement and waive any claims of ambiguity based on authorship.
Credit Approval: Carolina Digital may condition service on creditworthiness and may require deposits.

18. Incorporated Policies
This Agreement incorporates the following additional policies and documents by reference, which are binding as part of this Agreement:

Carolina Digital Phone Customer Privacy Policy:
https://carolinadigitalphone.com/customer-privacy/

Carolina Digital Phone Terms of Service:
https://carolinadigitalphone.com/terms-of-service/

VoIP Phones and HIPAA Compliance Notice:
https://carolinadigitalphone.com/voip-phones-and-hipaa-compliance/

The customer acknowledges and agrees to review and comply with these documents and understands that updates may be posted to these pages from time to time.

18. Entire Agreement
This Agreement (including the Acceptable Use Policy and Service Quote) constitutes the entire agreement between the parties. Amendments must be in writing and signed by Carolina Digital.

Version Date: Revised May 7, 2025