Master Service Agreement

1. Definitions

• “Service” means the QuorumVoice communication intelligence platform, including all features, APIs, and integrations.
• “Customer Data” means all data submitted to, generated by, or stored within the Service on your behalf, including call recordings, transcripts, SMS messages, emails, contact records, and AI-generated classifications.
• “Organization” means your account workspace within QuorumVoice, identified by a unique organization ID.
• “Authorized Users” means individuals granted access to your Organization, including owners, admins, members, and viewers.
• “Subscription Term” means the period during which you have an active subscription to a Plan.
• “Plan” means the tier of service selected by Customer (Starter, Pro, or Portfolio).
• “BYOE Provider” (Bring Your Own Email) means a third-party email service — specifically Google (Gmail) or Microsoft (Outlook/Exchange) — that Customer connects to the Service via OAuth 2.0 to enable email integration features. BYOE Providers are Customer-controlled; QuorumVoice does not provision, host, or manage Customer's email accounts.
• “Transactional Email” means platform-generated messages sent by QuorumVoice on its own behalf, such as account verification, password resets, billing receipts, team invitations, and system notifications. Transactional Emails are not sent from or through Customer's email accounts.

2. Service and License

Provider grants Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term, subject to the selected Plan and the terms of this Agreement. This license does not include the right to sublicense, resell, or redistribute the Service.

Customer is responsible for maintaining the security of account credentials, managing user roles and permissions within their Organization, and promptly notifying Provider of any unauthorized access.

3. Subscription Plans and Pricing

The following Plans are available. All prices are in USD and subject to applicable taxes.

All Plans include call recording, transcription, AI classification, email integration, contact timeline, and unified inbox. Features vary by Plan as described on our pricing page.

4. Overage Charges

Usage exceeding Plan allotments is billed in arrears at the following rates:

4.1 Voice Minute Measurement

Voice minutes are measured from the time a call connects to the telephony network through disconnection, including IVR prompts, hold time, voicemail recording, and the conversation itself.

4.2 Bridge Call (Callback) Minutes

When a team member initiates an outbound call to a contact through the QuorumVoice dashboard (“bridge call” or “callback”), the system places two separate call legs:

• Leg A — an outbound call from QuorumVoice to the team member's personal phone
• Leg B — an outbound call from QuorumVoice to the contact's phone number

Both legs are billed independently. A 5-minute bridge conversation consumes approximately 10 minutes from the Plan's included allotment (5 minutes × 2 legs). Each leg is recorded and transcribed separately. Bridge call minutes that exceed the Plan allotment are billed at the overage rate specified above, per leg.

4.3 Inbound Call Minutes

Inbound calls (calls received on your QuorumVoice phone number) consume one leg of minutes from your Plan allotment. Minutes are counted from call connect through disconnection, including any IVR menu interaction and voicemail recording time.

4.4 SMS Message Counting

Each SMS message segment of up to 160 characters counts as one message. Messages exceeding 160 characters are split into multiple segments and counted accordingly. Both inbound (received) and outbound (sent) messages count toward the Plan's SMS allotment.

5. Add-On Features

The following add-on features are available for an additional charge:

Add-ons activated mid-billing-cycle are prorated. Add-ons may be cancelled at any time and will remain active through the end of the current billing period.

6. Billing and Payment

6.1 Billing Cycle. Subscription fees are billed in advance on a monthly or annual basis, depending on the billing period selected. Overage charges and usage-based add-ons are billed in arrears.

6.2 Payment Method. Payment is processed through our payment partner, Stripe, Inc. By subscribing, you authorize Stripe to charge your selected payment method for all fees under this Agreement.

6.3 Taxes. All prices are exclusive of applicable taxes. You are responsible for all sales tax, VAT, GST, and regulatory surcharges (including Universal Service Fund contributions and E911 fees) imposed by applicable jurisdictions, unless you provide a valid tax exemption certificate.

6.4 Price Changes. We may adjust pricing with at least 30 days written notice prior to your next renewal date. Annual subscribers' pricing is locked for the duration of their current term.

6.5 Late Payment. Invoices not paid within 15 days of the due date may incur a late fee of 1.5% per month. We reserve the right to suspend service after 30 days of non-payment.

6.6 Refunds. Monthly subscriptions are non-refundable upon cancellation. Annual subscriptions cancelled mid-term are not eligible for pro-rata refunds unless required by applicable law.

6.7 Plan Changes. Customers may upgrade or downgrade their subscription plan at any time. Upgrades take effect immediately, and the difference is prorated for the remainder of the current billing period. Downgrades take effect at the beginning of the next billing period; no partial credits are issued for the current period. Plan changes are managed through the Stripe customer portal or by contacting support.

6.8 Chargebacks and Disputes. If Customer initiates a chargeback or payment dispute with their card issuer instead of contacting us to resolve a billing concern, Provider reserves the right to immediately suspend the Customer's account pending resolution. Customers are responsible for all fees, costs, and expenses (including but not limited to Stripe dispute fees of $15.00 per chargeback) incurred by Provider as a result of the dispute. If a chargeback is found in Provider's favor, Customer agrees to reimburse all associated costs. Repeated or fraudulent chargebacks constitute grounds for immediate termination under Section 15.3. Customers should contact support@quorumvoice.com before initiating any payment dispute.

6.9 Add-on Proration. Add-on subscription items (e.g., additional phone numbers, team members, or feature packs) added mid-cycle are prorated from the date of activation to the end of the current billing period. Removed add-ons remain active through the end of the current billing period, and a prorated credit is applied to the next invoice.

7. Setup and Registration Fees

Plans that include SMS capability require a one-time setup fee to cover mandatory 10DLC brand and campaign registration with wireless carriers. This fee is non-refundable and is charged at the time of subscription activation. The setup fee covers:

• 10DLC brand registration with The Campaign Registry (TCR)
• Campaign use-case review and approval by wireless carriers
• Phone number provisioning and configuration

Plans without SMS capability (e.g., Starter) do not require a setup fee.

7.1 10DLC Registration Fees Are Per Submission

10DLC brand and campaign registration fees are charged by The Campaign Registry (TCR) and wireless carriers on a per-submission basis. These fees are passed through to Customer at cost and are assessed each time a registration is submitted or resubmitted, regardless of outcome.

If a brand or campaign registration is denied, rejected, or requires modification by a carrier, the original submission fee is not refunded. A new submission fee will be incurred for each subsequent resubmission. QuorumVoice does not control TCR or carrier approval decisions, review timelines, or fee structures, and cannot guarantee approval of any registration.

To minimize the risk of rejection and additional fees, Customer should ensure that all registration information is accurate, complete, and truthful, including business name, EIN, entity type, website URL, and campaign use-case description. QuorumVoice will provide guidance on registration best practices but cannot be held responsible for rejections resulting from inaccurate or incomplete information provided by Customer.

7.2 Ongoing 10DLC Campaign Fees

In addition to the one-time registration fees, active 10DLC campaigns incur a recurring monthly fee charged by TCR and carriers. This monthly fee varies by campaign use-case type and is included in the Plan's cost of service. If a campaign is suspended or terminated by a carrier, re-registration may require additional one-time fees as described in Section 7.1.

8. Telecommunications Compliance

8.1 Call Recording Consent. The Service provides automated call recording and recording disclosure capabilities. Customer is solely responsible for ensuring compliance with all applicable federal and state recording consent laws, including but not limited to two-party consent requirements in California, Florida, Illinois, and other jurisdictions. Provider plays an automated disclosure at the beginning of each call; Customer must verify this disclosure meets the legal requirements of their jurisdiction.

8.2 TCPA Compliance. Customer must comply with the Telephone Consumer Protection Act (TCPA) for all outbound calls and text messages, including maintaining internal do-not-call lists, honoring opt-out requests, and obtaining prior express written consent where required. The Platform provides opt-out tracking and STOP keyword handling; however, ultimate compliance responsibility rests with Customer.

8.3 10DLC Registration. To send SMS messages via the Service, Customer must complete 10DLC brand and campaign registration. Customer warrants that all information provided during registration is accurate and that message content will conform to the registered use-case. Provider facilitates registration but does not guarantee carrier approval. Carrier-imposed throughput limits and surcharges apply.

8.4 Caller ID / CNAM. Customer may register a Caller Name (CNAM) for outbound caller ID display. Customer warrants that the registered name is accurate, not misleading, and compliant with the Truth in Caller ID Act. CNAM propagation to all carriers typically takes 24–48 hours and display is not guaranteed across all networks.

8.5 E911 Disclaimer. The Service is not a replacement for traditional landline or mobile phone service. The Service does not support E911 emergency calling. Customer should not rely on the Service as their sole means of communication for emergency situations.

9. Acceptable Use Policy

Customer agrees not to use the Service for any of the following prohibited activities:

• Spam and unsolicited communications: Sending unsolicited bulk calls, SMS messages, voicemails, or emails, including but not limited to commercial solicitations, political robocalls, or mass messages to recipients who have not provided prior express consent.
• Fraud and deception: Using the Service to engage in phishing, caller ID spoofing with intent to defraud, impersonation, social engineering, or any scheme designed to deceive recipients.
• Illegal activity: Using the Service for any purpose that violates applicable federal, state, or local laws, including wiretapping laws, TCPA, CAN-SPAM, or any applicable consumer protection regulations.
• Harassment and threats: Using the Service to harass, threaten, stalk, or intimidate any individual, or to transmit content that is abusive, hateful, defamatory, or obscene.
• Network abuse: Generating artificially high call or message volumes designed to degrade the Service, disrupt carrier networks, or inflate metered usage fraudulently. This includes traffic pumping, toll fraud, and Wangiri (one-ring) schemes.
• Resale without authorization: Reselling, sublicensing, or providing access to the Service to third parties without prior written consent from Provider.

Enforcement. Provider monitors usage patterns for indicators of abuse. Upon detection of a violation, Provider may, at its sole discretion: (a) issue a warning and require corrective action within 24 hours; (b) immediately suspend the offending Organization's account; (c) terminate the Agreement without refund under Section 15.3. Provider will cooperate with law enforcement agencies when required by law or when illegal activity is suspected. Customer is liable for all costs, damages, fines, and carrier penalties resulting from their violation of this Acceptable Use Policy.

10. Telecommunications Infrastructure

10.1 Telnyx as Infrastructure Provider. QuorumVoice's telephony services — including voice calling, call recording, SMS messaging, phone number provisioning, caller ID (CNAM), and 10DLC registration — are powered by Telnyx LLC (“Telnyx”), a licensed telecommunications carrier. Telnyx operates the underlying call routing, number management, and carrier interconnection infrastructure that the Service depends on.

10.2 Relationship. QuorumVoice is an independent platform built on top of Telnyx's telecommunications APIs. QuorumVoice is not a telecommunications carrier, reseller, or agent of Telnyx. Customer's relationship is with QuorumVoice, not directly with Telnyx. However, Customer's use of telephony features through the Service is subject to Telnyx's Acceptable Use Policy and applicable telecommunications regulations.

10.3 Service Availability and Carrier Limitations. Voice and SMS service quality, availability, and delivery are dependent on Telnyx's network and interconnection with third-party wireless and wireline carriers (AT&T, T-Mobile, Verizon, and others). QuorumVoice does not guarantee uninterrupted telephony service and is not responsible for outages, call quality degradation, SMS delivery failures, or latency caused by Telnyx or upstream carrier networks. In the event of a Telnyx outage affecting the Service, QuorumVoice will communicate status updates to affected Customers promptly.

10.4 Number Ownership and Portability. Phone numbers provisioned through the Service are sourced from Telnyx's number inventory. While the numbers are assigned to Customer's Organization during the Subscription Term, underlying number rights are held by Telnyx. Upon termination, Customer may port their numbers to another carrier by submitting a valid Letter of Authorization (LOA). QuorumVoice will facilitate the port-out process; however, porting timelines are controlled by the receiving carrier and Telnyx, typically 7–14 business days. Port-out fees, if any, are charged by Telnyx and passed through to Customer.

10.5 Carrier Fees and Surcharges. Certain telephony costs are imposed by wireless carriers and regulatory bodies, not by QuorumVoice or Telnyx. These include but are not limited to: SMS carrier surcharges (per-message fees imposed by AT&T, T-Mobile, Verizon, and other carriers), 10DLC registration and campaign review fees (imposed by The Campaign Registry and carriers), Universal Service Fund (USF) contributions, E911 fees, and other regulatory pass-through charges. These fees may change without notice as carriers and regulators adjust their rate structures. QuorumVoice will make reasonable efforts to notify Customer of material fee changes but cannot control or guarantee the stability of third-party carrier pricing.

10.6 Call Recording Storage and Retention. Call recordings are initially captured by Telnyx's recording infrastructure and are available on Telnyx's servers for a limited period (typically 24–48 hours). During this window, QuorumVoice automatically downloads and transfers recordings to our secure, encrypted storage. Once transferred, recordings are stored and managed exclusively by QuorumVoice under the data security and retention policies described in Section 12. Telnyx does not retain copies of recordings after the transfer window expires.

Upon cancellation or termination of Customer's subscription, QuorumVoice will retain all call recordings, transcripts, and associated communications data for the maximum period permitted or required by applicable law for legal, regulatory, and compliance purposes. After the legally required retention period expires, all Customer Data — including recordings — will be permanently deleted. During the post-cancellation retention period, Customer may request access to their data by contacting support.

10.7 Telnyx Terms. Customer acknowledges that Telnyx's terms of service and acceptable use policies apply to the telephony infrastructure underlying the Service. In the event of a conflict between this Agreement and Telnyx's terms regarding the use of telephony services, QuorumVoice will work in good faith to resolve the conflict. QuorumVoice will notify Customer if Telnyx changes its terms in a way that materially affects the Service.

11. Email Integration

11.1 Bring Your Own Email (BYOE) Model. QuorumVoice integrates with Customer's existing email accounts through a Bring Your Own Email (BYOE) model. Customer connects their Google Workspace (Gmail) or Microsoft 365 (Outlook/Exchange) email accounts to the Service via industry-standard OAuth 2.0 authorization. QuorumVoice does not provision, host, or manage email accounts — Customer retains full ownership and administrative control of their email service at all times.

11.2 Email Data Access and Scope. When Customer authorizes an email connection, QuorumVoice requests read and send permissions scoped to the connected mailbox. The Service accesses email messages (subject lines, body content, headers, attachments, and metadata) for the purpose of: (a) displaying email threads within the unified communication timeline; (b) linking emails to the appropriate contact record; (c) enabling reply and compose functionality from within the QuorumVoice dashboard; and (d) AI-powered classification, summarization, and sentiment analysis as described in Section 12. QuorumVoice does not access email accounts beyond the permissions explicitly granted during the OAuth consent flow. Customer may revoke access at any time by disconnecting the email integration from the QuorumVoice dashboard or by revoking the OAuth grant from their Google or Microsoft admin console.

11.3 Email Credential Security. QuorumVoice never stores email passwords. Authentication is handled exclusively through OAuth 2.0 refresh tokens, which are encrypted at rest using vault-level encryption. Tokens are scoped to the minimum permissions required by the integration and are automatically invalidated upon disconnection.

11.4 AI Processing of Email Content. Email messages ingested through the BYOE integration are processed by artificial intelligence models for the same purposes as other communication types: automated categorization (e.g., maintenance request, billing inquiry, complaint), sentiment analysis, urgency detection, and summarization. Email content may also be converted to vector embeddings to enable semantic search across all communication channels. AI processing of email content is performed solely to deliver platform features to Customer. Email content is not used to train, fine-tune, or improve any third-party AI model.

11.5 Transactional Email (Resend). Separately from the BYOE integration, QuorumVoice uses Resend, Inc. (“Resend”) as a transactional email delivery service to send platform-generated messages on QuorumVoice's behalf. These include account verification emails, password reset links, billing receipts, team invitation notifications, and system alerts. Transactional emails are sent from QuorumVoice's own domain (e.g., noreply@quorumvoice.com) — they are not sent from or through Customer's email accounts. Resend does not have access to Customer's connected email accounts or communication data.

11.6 Email Provider Terms. Customer's use of Google Workspace and Microsoft 365 accounts is governed by Google's and Microsoft's respective terms of service and privacy policies. Customer is responsible for ensuring that connecting their email accounts to QuorumVoice complies with their organization's IT policies, data governance requirements, and any applicable email retention or archiving obligations.

For detailed information about how we collect, store, and process email data, see our Privacy Policy. For information about cookies and tracking technologies, see our Cookie Policy.

12. Data Privacy and AI Processing

12.1 Data Ownership. Customer retains full ownership of all Customer Data. Provider processes Customer Data solely to deliver the Service and does not sell, share, or use Customer Data for any purpose other than providing and improving the Service for Customer.

12.2 Call Recordings. Call recordings are stored in encrypted private storage, accessible only via time-limited signed URLs within your Organization. Recordings are retained for the duration specified by your Plan (12 months for Starter, 24 months for Pro, unlimited for Portfolio) and are permanently deleted upon account termination after the data export window.

12.3 Transcription. Recorded calls are automatically transcribed using Deepgram, Inc. (“Deepgram”), an independent speech-to-text provider. QuorumVoice sends call audio directly to Deepgram's Nova-3 engine for transcription — Deepgram is not a sub-processor of Telnyx and operates under its own data processing agreement with Provider. Audio sent to Deepgram is processed in real time and is not retained by Deepgram after transcription is complete. Transcripts are stored alongside recordings and subject to the same access controls, encryption, and retention policies. No human review of transcripts occurs unless explicitly requested by Customer for support purposes.

12.4 AI Classification. All communications — including phone calls, SMS messages, voicemails, and emails ingested through the BYOE integration described in Section 11 — may be processed by artificial intelligence models for automated categorization (e.g., maintenance request, billing inquiry, complaint), sentiment analysis, urgency detection, and summarization. AI processing is performed solely to deliver platform features to Customer. Customer Data is not used to train, fine-tune, or improve third-party AI models. AI-generated classifications and summaries are stored within Customer's Organization and subject to the same tenant isolation and data retention policies as the underlying communication.

12.5 Semantic Search. Communication content — including call transcripts, SMS threads, and email messages — may be converted to vector embeddings to enable cross-channel semantic search functionality. Embeddings are derived data, stored per-Organization with strict tenant isolation, and deleted when the source communication is deleted.

12.6 Data Security. All Customer Data is encrypted at rest (AES-256) and in transit (TLS 1.2+). Row-level security enforces tenant isolation at the database level. OAuth tokens and sensitive credentials — including email integration refresh tokens — are encrypted using vault-level encryption. Access to Customer Data is restricted to authorized personnel on a need-to-know basis.

12.7 Sub-Processors. Provider uses the following sub-processors to deliver the Service:

• Supabase (cloud infrastructure) — database hosting, authentication, and encrypted file storage.
• Vercel (hosting) — application hosting, edge network, serverless functions, and AI Gateway routing.
• Telnyx (telephony) — call routing, call recording capture, SMS delivery, phone number provisioning, and 10DLC registration.
• Deepgram (speech-to-text) — call transcription via the Nova-3 engine. Audio is processed directly by Deepgram (not through Telnyx) and is not retained after transcription.
• Anthropic (AI processing) — communication classification, summarization, and sentiment analysis via Claude, accessed through Vercel AI Gateway.
• OpenAI (embeddings) — vector embedding generation for semantic search, accessed through Vercel AI Gateway.
• Stripe (payment processing) — subscription billing, invoicing, payment collection, and customer portal.
• Resend (transactional email) — delivery of platform-generated emails only (account verification, password resets, billing receipts, team invitations, system notifications). Resend does not access, read, or process Customer's email accounts or communication data.
• Google (BYOE email provider) — Gmail API access via OAuth 2.0 for reading, displaying, and sending email from Customer's connected Google Workspace accounts. Google processes email data under its own terms of service and privacy policy. QuorumVoice accesses Gmail data only within the scopes authorized by Customer during the OAuth consent flow.
• Microsoft (BYOE email provider) — Microsoft Graph API access via OAuth 2.0 for reading, displaying, and sending email from Customer's connected Microsoft 365 / Outlook accounts. Microsoft processes email data under its own terms of service and privacy policy. QuorumVoice accesses Microsoft email data only within the scopes authorized by Customer during the OAuth consent flow.

Provider will give 30 days notice before engaging a new sub-processor that processes Customer Data.

12.8 Data Breach Notification. In the event of a confirmed data breach affecting Customer Data, Provider will notify Customer within 72 hours of discovery, including details on the scope of the breach, remediation steps taken, and recommended actions for Customer.

13. Service Levels

13.1 Uptime. Provider targets 99.9% monthly uptime for the Service, measured as total available minutes minus downtime, divided by total minutes in the calendar month. Scheduled maintenance windows (announced at least 48 hours in advance) are excluded from uptime calculations.

13.2 Service Credits. If monthly uptime falls below 99.9%, Customer may request service credits: 10% of monthly fees for each 0.1% below the target, up to a maximum of 30% of the monthly subscription fee. Credits must be requested within 30 days of the incident and are applied to future invoices.

13.3 Exclusions. Uptime commitments do not apply to: (a) outages caused by upstream telephony carriers or third-party infrastructure providers; (b) Customer's network or equipment failures; (c) force majeure events; (d) abuse or misuse of the Service.

14. Data Retention and Export

14.1 Retention. Customer Data is retained for the duration of the Subscription Term plus 30 days. Specific retention periods for recordings and transcripts vary by Plan.

14.2 Export. Customer may export their data at any time through the platform's built-in export tools or API. Exported data is provided in standard formats (CSV, JSON, MP3 audio files).

14.3 Post-Termination. Upon termination of the Subscription, Customer has 30 days to export their data. After the 30-day export window, all Customer Data is permanently deleted from Provider's systems, including recordings, transcripts, embeddings, and backups.

15. Term and Termination

15.1 Term. This Agreement is effective upon Customer's acceptance and continues for the duration of the Subscription Term. Monthly subscriptions auto-renew each month. Annual subscriptions auto-renew at the end of each 12-month term.

15.2 Cancellation. Customer may cancel at any time. Monthly subscriptions terminate at the end of the current billing period. Annual subscriptions terminate at the end of the current annual term. No early termination penalties apply to monthly plans.

15.3 Termination for Cause. Either party may terminate immediately upon material breach not cured within 30 days of written notice. Provider may terminate immediately for: (a) violations of the Acceptable Use Policy; (b) illegal activity conducted through the Service; (c) non-payment exceeding 60 days.

15.4 Effect of Termination. Upon termination: access is revoked, the 30-day data export window begins, outstanding invoices become due immediately, and surviving clauses (confidentiality, intellectual property, indemnification, limitation of liability) continue in effect.

16. Limitation of Liability

16.1 Cap. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Customer in the 12 months preceding the event giving rise to the claim.

16.2 Exclusions. In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, or business interruption, regardless of the theory of liability.

16.3 Exceptions. The limitations in this Section do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations; (c) breaches of confidentiality; (d) willful misconduct or gross negligence.

17. Indemnification

17.1 By Provider. Provider shall indemnify and hold Customer harmless from third-party claims alleging that the Service infringes a valid patent, copyright, or trademark.

17.2 By Customer. Customer shall indemnify and hold Provider harmless from claims arising from: (a) Customer's use of the Service in violation of applicable law; (b) content of Customer's communications; (c) Customer's failure to obtain required recording consent; (d) TCPA or 10DLC violations attributable to Customer's messaging practices.

18. General Provisions

18.1 Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to conflict of law principles.

18.2 Dispute Resolution. Any disputes arising under this Agreement shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Houston, Texas, in accordance with the rules of the American Arbitration Association.

18.3 Force Majeure. Neither party shall be liable for failures or delays resulting from events beyond reasonable control, including natural disasters, acts of government, pandemics, carrier outages, or internet disruptions.

18.4 Entire Agreement. This Agreement, together with any Order Forms and referenced policies (Privacy Policy, Terms of Service, Cookie Policy), constitutes the entire agreement between the parties. Amendments require written consent or 30 days notice for policy updates.

18.5 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

18.6 Assignment. Customer may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

18.7 Notices. Notices under this Agreement shall be sent to the email address on file for Customer's account and to support@quorumvoice.com for Provider.