Terms of Service

1. Our services

VirsaTel is a trade name of Summit Ventures Group LLC, 1800 Wazee St., Floor 3, Denver, CO 80202. We are engaged as an independent contractor to analyze and manage business wireless accounts. We are not your employee, agent, partner or joint venturer, and neither party can bind the other.

What we do depends on the plan tier you subscribe to. You may start on a no-cost tier and upgrade at any time. Across tiers, our services can include:

• Bill analysis. We examine several months of prior wireless bills and evaluate usage and cost.
• Recommendations. We provide written suggestions for reducing cost, including plan optimization and carrier rate adjustments.
• Rate adjustments. We implement approved cost-saving changes with your carriers, on your written approval.
• A designated point of contact. A named person for questions and operational changes. If that person changes, we tell you in writing within five business days.
• Quarterly optimization reviews. A written summary report each quarter, with recommendations we execute on your approval.
• Customer service and ticket fulfillment. Service requests submitted through the Portal during business hours. See section 16.
• Reports. Custom reports on request, in CSV by default, and copies of carrier invoices on request.

We work on top of the carriers you already have. Your service does not move, and we do not take over your accounts.

2. Your obligations

• Implementation form. Return it within three business days of the effective date, with a signed Letter of Authorization, carrier account details and written approval to add us as an authorized account manager, for each carrier.
• Communication protocol. Start all service requests through the Portal or with your designated VirsaTel contact. Requests made directly through carrier retail channels, carrier sales reps, resellers or carrier portals without us involved can create billing discrepancies we are not responsible for.
• Credential maintenance. Tell us promptly when carrier credentials, portal logins or account ownership change.
• Account security. You are responsible for keeping your Portal credentials confidential and for activity under your account. Tell us promptly about any unauthorized access.

3. Term, renewal and cancellation

The initial term is twelve (12) months from the effective date. It renews automatically for successive twelve-month terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.

Separately, either party may terminate at any time without cause on thirty (30) days' written notice. You are not locked in for a year.

We send a written renewal reminder no later than sixty (60) days before each renewal date. We may adjust rates at renewal to reflect device count, market conditions or industry requirements, with at least sixty (60) days' advance written notice. No mid-term fee increase happens without your written consent.

4. Fees and payment

If you subscribe through the Portal, your fee is set automatically by your active subscription level at the time of billing. If an agreement is executed offline, the fee is whatever that agreement states, either a flat monthly fee or a per-subscriber rate.

Per-subscriber billing. Where the per-subscriber model applies, the monthly fee is the agreed rate multiplied by the number of active cellular subscribers we manage as of the last business day of the prior month. An "active cellular subscriber" is any wireless line that is active, in service and managed by us during the billing month, including lines suspended at your request. Permanently cancelled and fully deactivated lines are not counted. Each invoice under this model includes a line-level subscriber count.

• Invoicing. On the first business day of each month, by email to your designated billing contact.
• Late payment. Undisputed invoices unpaid thirty (30) days after receipt carry a finance charge of the lesser of 1.5% per month or the maximum rate Colorado law permits, compounded monthly.
• Disputes. Tell us in writing within fifteen (15) days of receiving an invoice, with the basis for the dispute. Both sides then work in good faith to resolve it within thirty (30) days.

5. Savings: what we do and do not promise

Actual savings vary month to month based on usage patterns, directory assistance charges, hardware purchases and carrier pricing changes. Savings typically take one to two billing cycles to appear after we implement a recommendation.

Any savings figures we publish, including average savings across our customer base, describe past results for other customers. They are not a promise of what you will save.

6. Portal access and license

Subject to these terms and your continued payment of any applicable fee, we grant you a limited, non-exclusive, non-transferable, revocable license to access the VirsaTel Mobility Management Portal at vmm.virsatel.com, solely for your internal business purposes.

• Scope. Viewing account data, reports and recommendations for your managed carrier accounts, plus features we make available from time to time.
• Users. You designate authorized users, manage their access, and deactivate anyone no longer authorized. We may suspend a user account that poses a security risk.
• No sublicensing. You may not sublicense, resell, share or otherwise make the Portal available to a third party, including affiliates, without our prior written consent.
• Reservation of rights. All rights in the Portal, its software, algorithms, models, interfaces and infrastructure remain ours.

7. Acceptable use

Use the Portal only for its intended purpose and in accordance with applicable law. You and your users must not:

• Attempt unauthorized access to the Portal, its systems, or data belonging to other VirsaTel customers
• Use scripts, bots or scrapers to extract or download data from the Portal in bulk
• Reverse engineer, decompile or disassemble the Portal or derive its source code
• Introduce malicious code into the Portal or connected systems
• Use the Portal in a way that could damage, disable, overburden or impair our infrastructure, or interfere with other users
• Misrepresent your identity or impersonate any person or entity
• Use Portal data for anything other than your own internal wireless account management
• Share Portal screenshots, data exports or feature details with a third party without our prior written consent

We may suspend Portal access immediately and without notice if we reasonably believe this section has been violated. We will give written notice of the suspension within twenty-four (24) hours and work with you in good faith to resolve it.

8. Availability and disclaimers

We may take the Portal offline for scheduled maintenance with reasonable advance notice, and we aim for off-peak hours. We do not guarantee a specific uptime percentage. Downtime caused by third-party infrastructure, carrier data feed interruptions, internet outages or events outside our reasonable control is not a breach.

We may modify, enhance or discontinue Portal features at any time. Where practicable we give at least fourteen (14) days' notice of material changes affecting your primary workflows. Feature changes that do not materially degrade the core services are not a breach.

9. Data accuracy

Portal data, including usage summaries, line counts, cost analyzes and savings recommendations, is derived from carrier-reported information we compile from carrier invoices, account portals and records you provide. We do not independently verify carrier data and cannot guarantee its accuracy, completeness or timeliness.

10. Confidentiality

Each party holds the other's confidential information in strict confidence and uses it only to perform the agreement. Confidential information includes carrier account details, billing data, usage information, pricing, business strategies, customer data and Portal credentials.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without restriction, is independently developed without use of the other party's confidential information, or must be disclosed by law or court order with prompt written notice.

On termination, each party returns or destroys the other's confidential information and certifies destruction on request.

11. Your data, privacy and security

How we collect, use, store, retain and share your data, and the complete list of our third-party Subprocessors including the AI language model provider used for in-portal assistant features, is set out in our Privacy Policy, which forms part of these terms.

In summary: we maintain data encrypted in transit and at rest, apply role-based access controls, keep each customer's data isolated from every other customer's, do not sell or share your data for marketing, and do not use your account data to train machine learning models. Carrier credentials you provide are used operationally and are not retained in the Portal database. You may request a CSV export of your data, one free of charge per agreement year. Confirmed security incidents are notified within seventy-two (72) hours.

12. Intellectual property

We retain ownership of our methodologies, tools, templates, software, the Portal, algorithms, models and processes. Reports and analyzes produced specifically for you are yours once all fees due are paid.

If you send us suggestions or feature requests, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use and commercialize that feedback without compensation. Neither party gets rights to the other's trademarks or brand assets without prior written consent.

13. Termination

Either party may terminate for cause if the other materially breaches and fails to cure within fifteen (15) days of written notice, or for convenience on thirty (30) days' written notice.

On termination: Portal access is revoked and user accounts deactivated; you pay accrued undisputed fees through the termination date within fifteen (15) days; we provide a final account summary and, on request, a data export; and each party returns or destroys the other's confidential information. Portal user accounts are permanently deleted on your written request.

14. Indemnification and liability

Each party defends and indemnifies the other against third-party claims arising from its own breach of the agreement, its negligence or willful misconduct, or its violation of applicable law. You additionally indemnify us against claims arising from your independent actions with carriers taken outside our management, or your misuse of the Portal.

We are not liable for disputes with or charges from your carriers, for Portal unavailability caused by third-party infrastructure or carrier feed failures, or for your reliance on Portal data that rests on inaccurate carrier-reported information.

Ticket execution

Where your plan tier includes it, you may submit tickets asking us to execute actions with carriers on your behalf. We fulfill tickets using commercially reasonable efforts, following your instructions.

• You are responsible for the accuracy and completeness of ticket instructions. We are not liable for outcomes arising from incomplete, ambiguous or incorrect instructions.
• Once a ticket reaches the carrier, the carrier's timelines, systems and policies govern. We are not liable for carrier errors or delays, provided we submitted the request accurately and on time.
• If we make a demonstrable error submitting a ticket, we correct it at no additional charge. That obligation is limited to correction and does not extend to consequential costs.
• We are not liable for carrier charges, early termination fees or overage charges arising from ticket execution errors unless directly caused by our gross negligence or willful misconduct.
• On plans without dedicated account management or guaranteed service levels, tickets are fulfilled on a commercially reasonable best-efforts basis with no guaranteed response time.
• Review your Portal data and carrier bills after a ticket is executed and tell us about discrepancies within thirty (30) days of the expected implementation date. Later notice may limit our ability to get a correction from the carrier.

Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, government action, carrier network outages, third-party infrastructure failures, cyberattacks on third-party systems or pandemics. Payment obligations are excluded. If such an event continues more than sixty (60) days, either party may terminate on ten (10) days' notice.

15. Disputes and governing law

Disputes follow a tiered process: senior representatives meet within fifteen (15) days of written notice to negotiate in good faith; if unresolved within thirty (30) days, either party may submit it to non-binding mediation in Denver, Colorado, with costs shared equally; if mediation fails, either party may pursue legal remedies in the state or federal courts in Denver County, Colorado, to whose exclusive jurisdiction both parties submit.

These terms are governed by the laws of the State of Colorado, without regard to conflict-of-law principles.

16. Service scope and response times

Requests are handled during business hours, Monday to Friday, 8:00 AM to 5:00 PM Mountain Time, excluding federal holidays. The following tasks are within the scope of the monthly services fee:

• New activation with carrier purchase, with BYOD or customer-owned equipment, and with port-in
• Upgrades, device changes, and reactivations in their various combinations
• Service and rate plan changes, area code changes, international feature additions
• Line suspensions, cancellations (or advice on the cancellation process), and transfers of liability
• Voicemail resets, general troubleshooting and carrier escalation
• Accessory orders, wholesale accessory offerings, and device buyback coordination

Completion targets are estimates based on carrier processing times and are not guaranteed. Timelines can be affected by carrier delays, incomplete information, or events outside our control. Response commitments vary by plan tier.

Not included in the monthly fee

These are quoted separately: hardware procurement financing or leasing; services requiring an on-site presence at your locations; custom software integrations or API development; and services for carriers or accounts not disclosed when the agreement began.

Questions

Summit Ventures Group LLC dba VirsaTel
1800 Wazee St., Floor 3, Denver, CO 80202
info@virsatel.com  ·  (720) 370-9249