Terms & Conditions

1. Agreement to Terms

These Terms and Conditions are entered into with UCAdvisors, a registered DBA of UC Advisers LLC ("we," "us," or "our"). By accessing and using the UCAdvisors website, client portal, assessments, forms, SMS communications, services, or by engaging UCAdvisors for consulting or managed services, you ("Client," "you," or "your") agree to be bound by these Terms and Conditions ("Agreement"). If you do not agree to these terms, please do not use our website, portal, or services.

These Terms and Conditions, together with any service agreements, statements of work, order forms, onboarding portal terms, or managed service addenda, constitute the entire agreement between you and UCAdvisors regarding the subject matter herein.

2. Definitions

• "Services" means all consulting, advisory, implementation, integration, assessment, and managed services provided by UCAdvisors, including but not limited to technology consulting, vendor evaluation, implementation support, and UC Care managed services.
• "UC Care" means UCAdvisors' managed services program providing ongoing support, monitoring, and maintenance for unified communications and contact center solutions.
• "Client" means any individual or entity that engages UCAdvisors for Services.
• "Confidential Information" means any non-public information disclosed by either party, including business plans, technical data, customer information, and proprietary methodologies.
• "Third-Party Vendors" means technology providers whose products or services UCAdvisors recommends or coordinates, including but not limited to Zoom, Cisco, Microsoft, RingCentral, Genesys, Five9, and 8x8.

3. Services

UCAdvisors is a technology advisory and professional services firm that implements and integrates the technology its clients choose, acting as an independent advisor to help organizations optimize their communications and technology infrastructure. Our services include:

• Technology consulting and strategic advisory services
• Vendor-agnostic solution recommendations for UCaaS, CCaaS, network, SD-WAN, and cybersecurity
• Technology assessments, provided at no cost to qualifying organizations, and a no-cost implementation, if the project qualifies. Eligibility depends on vendor, licenses, and locations, and is confirmed in writing before any engagement.
• Implementation planning and project coordination
• UC Care managed services (ongoing support, monitoring, and maintenance)
• Third-party vendor coordination and contract negotiation assistance

UCAdvisors acts as a technology advisory and professional services firm that implements and integrates the technology its clients choose, not as a direct vendor of communications or technology products. Services provided by Third-Party Vendors are subject to those vendors' separate terms and conditions.

4. UC Care Managed Services

UC Care is UCAdvisors' managed services program providing ongoing support for your unified communications and contact center environment. The following terms apply specifically to UC Care subscriptions:

4.1 Subscription Term

UC Care subscriptions are provided on a month-to-month basis. There is no long-term commitment required. Services continue on a monthly basis until terminated by either party.

4.2 Cancellation

Either party may cancel UC Care services with thirty (30) days written notice. Written notice must be sent via email to support@ucadvisors.com or by mail to our Sacramento office. Upon cancellation:

• Services will continue through the end of the 30-day notice period
• Client remains responsible for payment through the notice period
• UCAdvisors will provide reasonable transition assistance
• Client data and access credentials will be returned or securely destroyed

4.3 Service Scope

UC Care services include monitoring, support, and maintenance as described in the applicable service description. Specific service levels, response times, and included features are documented in the UC Care service agreement provided at enrollment.

4.4 Client Responsibilities

To receive UC Care services, Client agrees to:

• Provide necessary access to systems and environments
• Designate authorized contacts for support requests
• Provide accurate and complete information about their environment
• Maintain valid licenses for all Third-Party Vendor products
• Cooperate with UCAdvisors in the delivery of services

5. Payment Terms

5.1 Billing

UC Care and other recurring services are billed monthly in advance. Consulting and project-based services are billed as specified in the applicable statement of work or order form.

5.2 Payment Due

Payment is due within thirty (30) days of invoice date unless otherwise specified. We accept payment via ACH, wire transfer, check, or major credit cards.

5.3 Late Payment

Overdue balances are subject to a late payment fee of 1.5% per month (18% annually) on the outstanding balance, or the maximum rate permitted by law, whichever is less. Client is also responsible for reasonable collection costs, including attorney fees, if collection action becomes necessary.

5.4 Service Suspension

UCAdvisors reserves the right to suspend services if payment is more than thirty (30) days overdue. We will provide at least seven (7) days written notice before suspension. Suspended services may be reinstated upon payment of all outstanding balances and applicable late fees.

6. Confidentiality

Both parties agree to protect the Confidential Information of the other party with the same degree of care used to protect their own confidential information, but no less than reasonable care.

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

7. Intellectual Property

All content on the UCAdvisors website, including text, graphics, logos, images, and software, is the property of UCAdvisors or its content suppliers and is protected by intellectual property laws. You may not reproduce, distribute, or create derivative works without our express written permission.

UCAdvisors retains ownership of all proprietary methodologies, tools, frameworks, and processes developed prior to or independent of any client engagement. Work product created specifically for a Client becomes Client's property upon full payment.

8. Third-Party Vendors

UCAdvisors acts as an independent technology advisory and professional services firm that implements and integrates the technology its clients choose. We recommend and coordinate services from Third-Party Vendors but are not the direct provider of those technology products or services.

Client's use of Third-Party Vendor products and services is governed by those vendors' separate terms of service, service level agreements, and privacy policies. UCAdvisors is not responsible for:

• Service outages or performance issues caused by Third-Party Vendors
• Changes to Third-Party Vendor pricing, features, or terms
• Third-Party Vendor data handling practices
• Direct disputes between Client and Third-Party Vendors

UCAdvisors will use commercially reasonable efforts to assist in resolving issues with Third-Party Vendors as part of our advisory services.

9. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, UC ADVISERS PROVIDES SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

UCAdvisors does not warrant that:

• Services will be uninterrupted or error-free
• Third-Party Vendor products will meet specific performance requirements
• Any particular outcome or result will be achieved
• Cost savings or efficiency improvements are guaranteed

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UC ADVISERS' TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO UC ADVISERS DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL UC ADVISERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless UCAdvisors and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising out of or relating to: (a) Client's breach of this Agreement; (b) Client's violation of applicable laws or regulations; (c) Client's use of Third-Party Vendor services; or (d) any claim that Client's materials or data infringe the rights of a third party.

12. Dispute Resolution

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

Arbitration shall take place in Sacramento County, California. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver: YOU AND UC ADVISERS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Each party shall bear its own costs and attorney fees in any arbitration, unless the arbitrator determines that a claim was frivolous, in which case the losing party shall pay the prevailing party's reasonable costs and fees.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Subject to the arbitration provisions above, any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Sacramento County, California.

14. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective upon posting on the website. For active service agreements, we will provide at least thirty (30) days notice of material changes. Your continued use of the website or Services after changes constitutes acceptance of the modified terms.

15. Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

16. Contact Us

If you have any questions about these Terms and Conditions, please contact us at: