MAIN SERVICES AGREEMENT

THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF S&S TECH LTD. SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

S&S TECH’s direct competitors are prohibited from accessing the Services, except with S&STECH’s prior written consent.

This Agreement was last updated on Oct 9, 2023. It is effective between Customer and S&S TECH as of the date of Customer’s accepting this Agreement (the “Effective Date”).

  1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Main Services Agreement.

“Beta Services” means S&S TECH services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by S&S TECH from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-S&S TECH Applications.

“Documentation” means the applicable Service’s Trust and Compliance documentation at https://www.connect-ez.com/ and its usage guides and policies, as updated from time to time.

“Free Services” means Services that S&S TECH makes available to Customer free of charge. Free Services exclude Services offered as a free trial, and/or Purchased Services with a Money Back Guarantee.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including, for example, WordPress at https://profiles.wordpress.org/connectez/, and any successor websites.

“Non-S&S TECH Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service, that is provided by Customer or a third party and/or listed on a Marketplace. Non-S&S TECH Applications, other than those obtained or provided by Customer, will be identifiable as such.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and S&S TECH or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by S&S TECH, including associated S&S TECH offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-S&S TECH Applications.

“S&S TECH” means S&S TECH LTD., an England and Wales Company, or any of its successors or assignees.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by S&S TECH without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, S&S TECH at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

  1. S&S TECH RESPONSIBILITIES
    1. Provision of Purchased Services. S&S TECH will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable S&S TECH standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which S&S TECH shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond S&S TECH’s reasonable control, including, for example, an act of God, natural disasters (including earthquakes, storms or other natural disasters), terrorist acts, wars or similar wars Acts, civil disturbances or epidemics, riots, electrical, network, Internet or communication interruptions, blockades, embargoes, fires, floods, explosions or malicious destruction, strikes or labour problems, factory or equipment failures, denial of service attack, Non-S&S TECH Application, or any laws, government orders, rules, regulations, directives or industry standard changes, and (d) provide the Services in accordance with laws and government regulations applicable to S&S TECH’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
    2. Protection of Customer Data. S&S TECH will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by S&S TECH, its Processor Binding Corporate Rules,, and/or the Standard Contractual Clauses shall apply, as further set forth in the DPA . For the purposes of the Standard Contractual Clauses , Customer and its applicable Affiliates are each the data exporter, and Customer’s acceptance of this Agreement, and an applicable Affiliate’s execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, S&S TECH will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, S&S TECH will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
    3. S&S TECH Personnel. S&S TECH will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with S&S TECH’s obligations under this Agreement, except as otherwise specified in this Agreement.
    4. Beta Services. From time to time, S&S TECH may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion.
    5. Money Back Guarantee. If Customer registers on S&S TECH’s or an Affiliate’s website for a service eligible for money back guarantee, the Customer can cancel the service (via email) and ask for a full refund within 30 calendar days of the commissioning of the service. Refunds will be processed as soon as possible and no later than 14 working days. All fees are non-refundable beyond the money back guarantee period. Fees for custom support, setup, on-boarding etc., if any are non-refundable. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. PAYG International Calling services and credits are not eligible for the money back guarantee and are excluded from this provision.

ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S MONEY BACK GUARANTEE PERIOD WILL BE PERMANENTLY LOST IF THE CUSTOMER DECIDES TO CANCEL THE SERVICE. CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE CANCELLATION OF THE SERVICE OR CUSTOMER DATA WILL BE PERMANENTLY LOST.

  1. Free Services. S&S TECH may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that S&S TECH, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof.
    Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that S&S TECH will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if S&S TECH terminates Customer’s account, except as required by law S&S TECH will provide Customer a reasonable opportunity to retrieve its Customer Data.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY S&S TECH ” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND S&S TECH SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE S&S TECH’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $10.00. WITHOUT LIMITING THE FOREGOING, S&S TECH AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO S&S TECH AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

  1. USE OF SERVICES AND CONTENT
    1. Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by S&S TECH regarding future functionality or features.
    2. Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, S&S TECH may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding S&S TECH’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon S&S TECH’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
    3. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-S&S TECH Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify S&S TECH promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-S&S TECH Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in S&S TECH’s judgment threatens the security, integrity or availability of S&S TECH’s services, may result in S&S TECH’s immediate suspension of the Services, however S&S TECH will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
    4. Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-S&S TECH Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-S&S TECH Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of S&S TECH intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
    5. Removal of Content and Non-S&S TECH Applications. If Customer receives notice, including from S&S TECH , that Content or a Non-S&S TECH Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action, including deleting any Content Customer may have downloaded from the Services, in accordance with the above, or if in S&S TECH’s judgment continued violation is likely to reoccur, S&S TECH may disable the applicable Content, Service and/or Non-S&S TECH Application. If requested by S&S TECH, Customer shall confirm deletion and discontinuance of use of such Content and/or Non-S&S TECH Application in writing and S&S TECH shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if S&S TECH is required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, S&S TECH may discontinue Customer’s access to Content through the Services.
  1. FEES AND PAYMENT
    1. Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
    2. Invoicing and Payment. Customer will provide S&S TECH with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to S&S TECH. If Customer provides credit card information to S&S TECH, Customer authorizes S&S TECH to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below.
      Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, S&S TECH will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to S&S TECH and notifying S&S TECH of any changes to such information.
    3. Overdue Charges.If any invoiced amount is not received by S&S TECH by the due date, then without limiting S&S TECH’s rights or remedies, (a) those charges may accrue late interest at the rate of 5.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) S&S TECH may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
    4. Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized S&S TECH to charge to Customer’s credit card), S&S TECH may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, S&S TECH will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
    5. Payment Disputes. S&S TECH will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
    6. Taxes. S&S TECH’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If S&S TECH has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, S&S TECH will invoice Customer and Customer will pay that amount unless Customer provides S&S TECH with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, S&S TECH is solely responsible for taxes assessable against it based on its income, property and employees.
  1. TEMPORARY SUSPENSION.
    1. We may suspend the Customer’s or any End User’s right to access or use any portion or all of the Service Offerings immediately without notice to Customer if we determine: (a)You or an End User’s use of the Service Offerings (i) Poses a security risk to the Service Offerings or any third party,  (ii) Could adversely impact our systems, the Service Offerings or the systems or Content of any other S&S TECH customer, (iii) Could subject us, our affiliates, or any third party to liability, or (iv) Could be fraudulent. (b) Customer is, or any End User is, in breach of this Agreement. (c) Customer is in breach of payment obligations; or (d) Customer have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
    2. Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings: (a) Customer remain responsible for all fees and charges Counterparty incur during the period of suspension; and (b) Customer will not be entitled to any service credits under the Service Level Agreements for any period of suspension.
  1. PROPRIETARY RIGHTS AND LICENSES
    1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, S&S TECH, its Affiliates, its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
    2. Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.
    3. License by Customer to S&S TECH. Customer grants S&S TECH, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-S&S TECH Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for S&S TECH to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-S&S TECH Application with a Service, Customer grants S&S TECH permission to allow the Non-S&S TECH Application and its provider to access Customer Data and information about Customer’s usage of the Non-S&S TECH Application as appropriate for the interoperation of that Non-S&S TECH Application with the Service. Subject to the limited licenses granted herein, S&S TECH acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-S&S TECH Application or such program code.
    4. License by Customer to Use Feedback. Customer grants to S&S TECH and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of S&S TECH ’s or its Affiliates’ services.
  1. CONFIDENTIALITY
    1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of S&S TECH includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional S&S TECH services.
    2. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, S&S TECH may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-S&S TECH Application Provider to the extent necessary to perform S&S TECH’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
    3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
  1. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
    1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
    2. S&S TECH Warranties. S&S TECH warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) S&S TECH will not materially decrease the overall security of the Services, and (c) the Services will perform materially in accordance with the applicable Documentation. S&S TECH will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
    3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
  1. INDEMNIFICATION
    1. Indemnification by Customer. Customer will defend S&S TECH and its Affiliates against any claim, demand, suit or proceeding made or brought against S&S TECH by a third party (a) alleging that the combination of a Non-S&S TECH Application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form, (ii) any Customer Data or Customer’s use of Customer Data with the Services, or (iii) a Non-S&S TECH Application provided by Customer(each a “Claim Against S&S TECH”), and will indemnify S&S TECH from any damages, attorney fees and costs finally awarded against S&S TECH as a result of, or for any amounts paid by S&S TECH under a settlement approved by Customer in writing of, a Claim Against S&S TECH , provided S&S TECH (A) promptly gives Customer written notice of the Claim Against S&S TECH, (B) gives Customer sole control of the defense and settlement of the Claim Against S&S TECH (except that Customer may not settle any Claim Against S&S TECH unless it unconditionally releases S&S TECH of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against S&S TECH arises from S&S TECH’s breach of this Agreement, the Documentation or applicable Order Forms.
    2. Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
  1. LIMITATION OF LIABILITY
    1. Limitation of Liability. Neither party will be liable to the other for consequential, indirect, special, incidental, punitive, or exemplary damages for any cause of action, whether in contract, tort (including negligence, product liability, strict liability, or any other theory) or otherwise.
  1. TERM AND TERMINATION
    1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
    2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew indefinitely, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at S&S TECH’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
    3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, S&S TECH will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by S&S TECH in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to S&S TECH for the period prior to the effective date of termination.
    5. Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-S&S TECH Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as S&S TECH retains possession of Customer Data.
  1. GENERAL PROVISIONS
    1. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between S&S TECH and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
    2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
    3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
    4. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
    5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
    6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, S&S TECH will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    7. Governing Law. This Agreement shall be governed by the laws of England and Wales, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in England and Wales. Customer hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by Customer, Agents or End Users.
    8. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
    9. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
    10. Survival. Termination of such agreement shall not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
  2. Modifications to the Agreement. With the exception of Rate Modification Notices, this Agreement may only be amended by a written instrument, duly executed by the Parties. No modification or amendment hereto shall be effected by the acknowledgment or acceptance by either Party of any purchase order, sales acknowledgment or other similar form from the other Party.

Contact Us

If you have any questions or suggestions about our Terms and Conditions, do not hesitate to contact us at contact@connect-ez.com.

— ADDITION: PAYG INTERNATIONAL CALLING (CONNECT-EZ / S&S TECH Ltd.)

Effective Date: August 9, 2025

Note: The following Pay-As-You-Go (PAYG) International Calling terms are incorporated into and form part of the Connect-EZ Terms & Conditions above. These clauses apply to the Connect-EZ PAYG International Calling Service (the “Service”) provided by S&S TECH Ltd.. “This addendum modifies the Main Services Agreement for PAYG International Calling services only. Where this addendum explicitly states it is modifying an MSA provision, this addendum controls. All other MSA terms remain in effect”

1. Definitions (for PAYG section)

  • Account — your Connect-EZ account tied to your email used to access the Service.
  • Balance / Credit — prepaid funds held in your Account for making outbound calls.
  • Expiry Date — the date shown in your Account when a specific top-up or credit balance expires.
  • Reserve Credit — a temporary hold placed at call start to ensure coverage for the call; unused reserve amounts are released when the call ends.
  • Toll-Free Allowance — promotional free minutes (e.g., 20 min/day to US/Canada toll-free numbers) if offered.

2. Service Description & Scope

2.1. The Service provides outbound voice calling from Connect-EZ apps and supported web clients to public telephone numbers (landline & mobile) and toll-free numbers where available. The Service uses your device’s internet connection (Wi-Fi or mobile data).

2.2. Free toll-free calling: S&S TECH Ltd. currently provides a 20 minutes per day toll-free allowance to United States and Canada toll-free numbers where the feature is active. This allowance is promotional and subject to fair-use. We may change or withdraw this allowance at any time without notice.

2.3. What is not included: Unless you have purchased or upgraded to a plan that explicitly includes one, this Service does not provide:

  • an inbound telephone number to receive calls from the public telephone network; or
  • the ability to send or receive SMS/MMS to/from public telephone numbers; or
  • bundled mobile data or Wi-Fi access.

2.4. Emergency calls: This Service is not for emergency calling. Do not attempt to contact emergency services (e.g., 911, 112, or local equivalents) via this Service. You must maintain a separate means of accessing emergency services.

3. Coverage & Availability

3.1. The Service and available destinations are provided on a best-effort basis and are subject to availability and regulatory / carrier restrictions. Some destinations, carriers, number ranges or national networks may be unreachable.

3.2. You should confirm coverage for any destination you plan to rely on for critical communications. S&S TECH Ltd. is not responsible for inability to connect calls where such inability is caused by third-party networks, regulatory restrictions or technical limitations outside our control.

3.3. We reserve the right to limit or block termination to certain countries, number ranges, or carriers at any time (for example to prevent fraud, due to commercial arrangements or regulatory requirements).

4. Account Security, Lost/Stolen Devices & Unauthorized Use

4.1. Account Security: You are responsible for maintaining the confidentiality of your Account credentials and for all activity occurring under your Account.

4.2. Lost or Stolen Device / Immediate Blocking: If your device is lost, stolen or compromised, you must immediately visit www.connect-ez.com/lost-device and follow the instructions to reset your password and/or block devices associated with your Account. Resetting your password via that page will immediately block outgoing calls from the compromised device while preserving your Account balance.

4.3. Liability for Unauthorized Use: You are liable for all charges incurred. We will use reasonable commercial efforts to suspend access once you notify us, but we are not liable for any charges incurred.

4.4. Fraud Monitoring: We monitor usage patterns and may suspend or block Accounts proactively where we detect suspected fraud or abnormal usage. We may require additional verification before restoring service.

5. Payments, Credits, Expiry & Rollover

5.1. Payments & Currency: Credits are purchased in US dollars (USD) or as otherwise displayed at purchase and are applied to your Account once payment clears.

5.2. Validity / Expiry: Credits are valid for 12 months from the date of top-up unless a different expiry is shown at purchase. Each top-up has an expiry date shown in your Account. When that expiry date passes, any remaining credit from that top-up becomes unusable and is forfeited.

5.3. Top-up extension / rollover rule:

  • If you top up at least USD $10 before an existing credit’s expiry date, we will extend the validity of your Account by 12 months from the date of that top-up.
  • Rollover rule on expiry: If your remaining balance on the expiry date is less than USD $50, and you top up before expiry, the remaining balance (that is < USD $50) will roll over and be available on the new expiry. If your remaining balance on expiry is USD $50 or more, amounts above USD $50 will not roll over and will be forfeited. The USD $50 threshold is strictly USD — we will not accept currency-equivalent conversions for rollover calculations.

5.4. Maximum carry-forward: There is no limit to the total amount you may top up, but you cannot carry forward more than USD $50 beyond any expiry date per the rollover rule above.

5.5. Reserve Credits: During call setup S&S TECH or its partners may place a temporary reserve on your Account to cover expected usage; the actual usage is then deducted and any unused reserve is released promptly after call termination.

5.6. Refunds: Section 5 of the MSA is modified as follows for PAYG services: Credits are non-refundable except as required by applicable law. In the event S&S TECH permanently discontinues the Service, we may provide a refund for unused purchased credits on request, subject to any legal requirements.

6. Pricing, Billing & Rates

6.1. Rates: Per-minute and other rates are published in the rate table on our website. Rates may be updated from time to time; updated rates will be published and apply to new calls placed after the change.

6.2. Billing increment: Calls are billed per minute or per billing increment displayed in the app at call time. Call duration is measured from when the call is answered until it is terminated. Partial minutes are rounded up and billed for a full minute.

6.3. Connection & premium numbers: Calls to premium-rate, special service or certain toll-free numbers may be blocked or charged at higher rates. We may restrict calls to high-cost or revenue-share numbers.

6.4. Promotional allowances: Any promotional minutes (such as the free toll-free allowance) are provided subject to fair-use and may be limited, withdrawn or changed at any time without notice and do not rollover.

7. Acceptable Use & Prohibited Activities

7.1. You must not use the Service for any illegal, immoral or abusive activities including (but not limited to) the following: fraud, harassment, phishing, obscene calls, hate speech, infringement of intellectual property, or evasion of local telecom rules.

7.2. Prohibited actions include: automated bulk dialing (robocalls), spoofing caller identity in an unlawful manner, bypassing carrier billing or call routing, reselling the Service without prior written consent, or sending unsolicited marketing to end users.

7.3. Suspension & Termination: We reserve the right to suspend, restrict or terminate Accounts immediately (without refund) where we reasonably suspect misuse, fraud, security breaches or serious violations of these Terms.

Additional Termination Rights for PAYG Services: Notwithstanding the 30-day cure period requirement in the MSA’s “TERM AND TERMINATION” section, S&S TECH may immediately suspend or terminate Customer’s access to PAYG services without prior notice for: (a) suspected fraud, unauthorized use, or security breaches; (b) violation of the prohibited activities listed in Section 7 of this addendum; or (c) when Customer’s account balance is insufficient and payment methods fail. The 30-day written notice and cure period requirements in the MSA apply to all other material breaches relating to PAYG services.

8. Fraud, Chargebacks & Security

8.1. We use standard fraud mitigation and security processes. We may hold or reverse transactions where fraud is suspected and cooperate with card issuers and banks in fraud investigations.

8.2. If a payment is charged back or reversed you must reimburse S&S TECH for any resulting losses if the chargeback is found to be valid due to misuse of the Account.

9. Privacy & Law Enforcement Requests

9.1. We process personal data in accordance with our Privacy Policy. We retain call detail records (CDRs) and related account data as required for operational, legal and security purposes.

9.2. Law enforcement cooperation: We will comply with lawful requests for information from law enforcement and regulatory authorities, which may include provision of account details, CDRs, IP addresses, timestamps and other relevant information.

10. Service Availability, Quality & Disclaimers

10.1. No guarantee of service quality: Call quality and availability depend on end-user internet connectivity, device capability and third-party networks. We do not guarantee uninterrupted service or specific call quality.

10.2. Third-party services: The Service depends on third-party carriers and platforms. We are not responsible for third-party outages, routing changes, network congestion, force majeure events or regulatory restrictions that affect service.

11. Intellectual Property

11.1. All rights, title and interest in the app, services, software and trademarks remain the property of S&S TECH Ltd. You may not copy, modify, distribute or derive source code.

12. Indemnity

12.1. You agree to indemnify, defend and hold harmless S&S TECH, its officers, directors, employees and agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your misuse of the Service; or (c) any claim that your content or use of the Service infringes the rights of a third party.

13. Limitation of Liability & Remedies

13.1. Exclusions: Neither party will be liable to the other for consequential, indirect, special, incidental, punitive, or exemplary damages for any cause of action, whether in contract, tort (including negligence, product liability, strict liability, or any other theory) or otherwise. This includes but is not limited to loss of profits, loss of business, or loss of goodwill.

13.2. Damages Cap: Subject to applicable law, S&S TECH’s aggregate liability for direct damages arising in connection with PAYG services shall be limited to the unused prepaid balance in Customer’s Account at the time a claim is made.

14. Force Majeure

14.1. S&S TECH shall not be liable for any failure or delay in performing its obligations resulting from events beyond its reasonable control, including but not limited to acts of God, war, strikes, industrial disputes, telecommunications failures, natural disasters, acts of government or cyber incidents.

15. Changes to Service & Terms

15.1. We may modify the Service, rates and these Terms from time to time. We will publish the updated Terms on our website. It is your responsibility to review the Terms periodically. Continued use after changes constitutes acceptance.

16. Severability & Entire Agreement

16.1. If any provision of these Terms is found to be invalid or unenforceable, that provision shall be limited or removed to the minimum extent necessary and the remaining provisions will remain in full force. These Terms constitute the entire agreement between you and S&S TECH in relation to the Service.

17. Governing Law & Dispute Resolution

17.1. These Terms are governed by the laws of England & Wales.
17.2. Any disputes arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of England & Wales.

18. Communications & Marketing Consent

18.1. By creating an Account and using the Service you consent to receive transactional communications (account notices, receipts, service updates) and marketing communications by email. You may opt out of marketing emails at any time by using the unsubscribe link provided in emails; transactional messages will continue.

19. Contact & Company Details

S&S Tech Ltd.
Company registration number: 08400068.
Email: contact@connect-ez.com
Website: https://www.connect-ez.com

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