SquawkVoice Reseller Terms

Version 2026.07  ·  Effective July 1, 2026  ·  SquawkVoice.ai, Inc.

These Reseller Terms (the “Terms”) govern the resale and white-label distribution of the SquawkVoice Platform. They apply to, and are incorporated by reference into, each Order Form executed between SquawkVoice.ai, Inc. (“SquawkVoice”) and the reselling party identified in that Order Form (“Reseller”). The Order Form, these Terms, and any Country Addendum or Schedule referenced in the Order Form together form the agreement between the parties (the “Agreement”). In the event of a conflict, an executed Order Form controls over these Terms as to the specific commercial matters it addresses, and an executed Country Addendum controls over these Terms for the market it covers. Each of SquawkVoice and Reseller may be referred to individually as a “Party” and collectively as the “Parties.”

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1. Definitions

As used in these Terms, the following have the meanings set forth below:

1.1 “Platform” means the SquawkVoice AI voice agent software-as-a-service platform, including all associated APIs, interfaces, dashboards, and related documentation made available by SquawkVoice.

1.2 “Order Form” means an ordering document executed by the Parties that references these Terms and sets out commercial terms, including the applicable pricing schedule.

1.3 “White-Label Rights” means the right to rebrand the Platform with Reseller’s or a Sub-Reseller’s logo, brand name, brand tagline, typography, color scheme, and border-radius settings, as supported by the Platform’s Partner Whitelabeling configuration interface, and to present the Platform to end customers under such branding.

1.4 “Sub-Reseller” means any third party authorized by Reseller to resell or distribute the Platform, including Reseller’s channel partners, MSPs, VARs, and telecommunications agents.

1.5 “End Customer” means any business or organization that uses the Platform pursuant to an agreement with Reseller or a Sub-Reseller.

1.6 “Consumed Minutes” means the actual minutes of Platform usage consumed across Reseller’s entire book of business, inclusive of all Sub-Resellers and all End Customers, as measured and reported by SquawkVoice’s billing system.

1.7 “Committed Tier” means a pricing tier available to Reseller upon execution of an annual commitment, as set forth in the applicable Order Form or Schedule.

1.8 “PAYG Tier” means the pay-as-you-go pricing tier available without any term commitment, as set forth in the applicable Order Form or Schedule.

1.9 “Data Protection Laws” means all data protection and privacy laws applicable to a Party’s performance under the Agreement, as further specified in any applicable Country Addendum.

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2. License Grant

2.1 Grant to Reseller.

Subject to the Agreement, SquawkVoice grants Reseller a non-exclusive, non-transferable (except as provided in Section 14.2), worldwide license to: (a) access and use the Platform for the purpose of reselling access to End Customers; (b) exercise White-Label Rights; and (c) sublicense the foregoing to Sub-Resellers in accordance with Section 2.2.

2.2 Sub-Reseller Rights.

Reseller may sublicense its rights under Section 2.1 to Sub-Resellers, provided that: (a) each Sub-Reseller is bound by written terms no less protective of SquawkVoice’s intellectual property than these Terms; (b) Reseller remains primarily liable to SquawkVoice for all acts and omissions of Sub-Resellers; and (c) Sub-Resellers may further exercise White-Label Rights under their own branding. There is no limit on the number of Sub-Resellers Reseller may authorize.

2.3 White-Label Scope.

White-Label Rights are limited to the branding parameters supported by the Platform’s Partner Whitelabeling configuration interface, currently comprising: brand logo, brand name, brand tagline, typography (per operating system), font sizes, brand colors (light and dark mode), and border radius for UI elements. SquawkVoice does not warrant that custom domain or subdomain configuration is available, though it may be offered subject to separate mutual written agreement. SquawkVoice’s name may continue to appear in billing statements, API documentation, and infrastructure status pages.

2.4 Restrictions.

Reseller shall not, and shall ensure Sub-Resellers do not: (a) reverse engineer, decompile, or disassemble the Platform; (b) use the Platform in violation of applicable law, including applicable telecommunications, anti-spam, and consumer-protection laws and applicable do-not-call or do-not-disturb regulations (as further specified in any applicable Country Addendum); (c) use the Platform to engage in unsolicited robocalling, spam, or other abusive communications; (d) sublicense, sell, or transfer rights to the Platform except as expressly permitted in Section 2.2; or (e) remove or obscure any proprietary notices within the Platform’s underlying systems or documentation.

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3. Pricing and Payment

3.1 Wholesale Rates.

SquawkVoice shall provide Reseller access to the Platform at the wholesale rates set forth in the applicable Order Form or Schedule. Reseller is free to set its own end-customer and Sub-Reseller pricing. SquawkVoice makes no representation regarding, and takes no responsibility for, end-customer pricing set by Reseller or Sub-Resellers.

3.2 Volume Pooling.

For purposes of measuring volume under a Committed Tier, Consumed Minutes shall be aggregated across Reseller’s entire book of business, including all Sub-Resellers and End Customers. Committed Tier rates are available only upon execution of the applicable committed-tier commitment; growth in Consumed Minutes on the PAYG Tier does not automatically qualify Reseller for a lower rate.

3.3 Committed Tiers.

To qualify for a Committed Tier rate, Reseller must execute the applicable committed-tier commitment specifying the tier. Reseller may do so at any time during the term to transition from the PAYG Tier to a Committed Tier. Reseller will be billed monthly at one-twelfth (1/12) of the annualized committed volume at the applicable Committed Tier rate. Consumed Minutes in excess of the committed volume in a given month are billed at the same Committed Tier rate, with no penalty or surcharge. There is no minimum volume requirement to access the PAYG Tier.

3.4 Billing.

All billing is processed in advance through SquawkVoice’s in-app billing module (Stripe), using a valid payment method on file (credit or debit card, ACH, or bank/wire transfer, as available and as elected in the Order Form or any applicable Country Addendum). All amounts are stated and payable in U.S. dollars unless otherwise specified in the Order Form, and all bank, intermediary, correspondent, currency-conversion, and transfer fees are borne solely by Reseller. (a) PAYG Tier. Reseller shall maintain a prepaid balance against which Consumed Minutes are drawn down, funded in advance either by automatic top-up charged to the payment method on file when the balance falls below a threshold set by Reseller, or by SWIFT wire transfer remitted in advance. SquawkVoice will notify Reseller when the balance is low. (b) Committed Tier. One-twelfth (1/12) of the annual committed amount is charged in advance on the first (1st) day of each month (or the next business day), either through the in-app billing module to the payment method on file or, at Reseller’s option, by SWIFT wire transfer remitted in advance against an invoice issued on the first (1st) day of the month. Overage is drawn from the prepaid balance or charged to the payment method on file as consumed. (c) Failed Payment; Cure and Suspension. If a scheduled charge is declined, a scheduled wire is not received when due, or the prepaid balance is exhausted, SquawkVoice will (for charges to a payment method on file) attempt automatic retries and notify Reseller by email. Reseller shall have a cure period of five (5) business days to provide a valid payment method, remit the wire, or replenish the balance. If the amount due remains unpaid, or the balance insufficient, after the cure period, SquawkVoice may suspend Reseller’s and its Sub-Resellers’ access until all past-due amounts are paid or the balance replenished. Suspension does not constitute termination; access is restored upon payment or replenishment, and termination remains governed by Section 4.2. (d) Disputes. Reseller must raise any disputed charge in writing within fifteen (15) days of the charge date. Undisputed amounts remain due and payable.

3.5 Audit Rights.

SquawkVoice shall maintain records sufficient to verify Consumed Minutes calculations. Reseller shall maintain records sufficient to verify Sub-Reseller volumes on reasonable request. Either Party may request an audit of relevant records no more than once per calendar year upon thirty (30) days written notice.

3.6 Taxes.

All fees are stated and payable in U.S. dollars. Each Party is responsible for its own income taxes. All amounts payable by Reseller are net of, and Reseller shall bear, any and all taxes, duties, levies, or withholdings imposed by any jurisdiction arising out of or in connection with the payments hereunder (as further specified in any applicable Country Addendum). If Reseller is required by applicable law to deduct or withhold any such amount, Reseller shall increase the amount payable so that, after all required deductions and withholdings, SquawkVoice receives and retains an amount equal to the amount it would have received had no such deduction or withholding been required. For the avoidance of doubt, no tax, levy, deduction, withholding, or banking or transfer cost shall reduce the amount SquawkVoice actually receives and retains below the amount invoiced, and Reseller shall bear any such shortfall.

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4. Term and Termination

4.1 Term.

The Agreement commences on the Effective Date stated in the Order Form and continues for an initial term of one (1) year (the “Initial Term”), after which it automatically renews for successive one (1)-year periods (each, a “Renewal Term”), unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

4.2 Termination for Cause.

Either Party may terminate immediately upon written notice if: (a) the other Party materially breaches the Agreement and fails to cure within thirty (30) days of written notice; or (b) the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or has a petition in bankruptcy filed against it that is not dismissed within sixty (60) days.

4.3 Termination for Change of Control.

Either Party may terminate upon ninety (90) days written notice if the other undergoes a Change of Control. “Change of Control” means the acquisition of more than fifty percent (50%) of the voting equity of a Party, or the sale of all or substantially all of a Party’s assets, by any entity not currently affiliated with such Party.

4.4 Effect of Termination.

Upon termination or expiration: (a) all licenses terminate; (b) Reseller shall cease all use of the Platform and White-Label Rights; (c) each Party shall return or destroy the other’s Confidential Information upon request; and (d) all payment obligations accrued prior to termination survive. Upon expiration, non-renewal, or termination for convenience, SquawkVoice shall use commercially reasonable efforts to provide ninety (90) days’ continued access for wind-down, subject to continued payment. This wind-down does not apply where SquawkVoice terminates for cause under Section 4.2. For thirty (30) days following termination or expiration, SquawkVoice shall make available a reasonable means to export End Customer data in a commonly used format, after which it may delete such data in accordance with its retention practices. Notwithstanding termination, existing End Customers may continue to use the Platform through the end of their then-current subscription terms, provided applicable fees are paid when due.

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5. Service Levels

5.1 Uptime Target.

SquawkVoice will use commercially reasonable efforts to maintain Platform availability of ninety-nine and one-half percent (99.5%) measured monthly, excluding scheduled maintenance windows announced at least forty-eight (48) hours in advance.

5.2 Incident Response.

SquawkVoice shall use commercially reasonable efforts to respond to P1 (critical) incidents within 4 business hours. The service levels in this Section 5 are the complete and final service-level commitments. SquawkVoice may classify and prioritize non-critical (P2/P3) incidents and will respond using commercially reasonable efforts; no specific resolution time is guaranteed for non-critical incidents.

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6. Support and Onboarding

6.1 Support Model.

The Parties operate a tiered support model. Tier 1 (End Customer-Facing): Reseller and its Sub-Resellers are solely responsible for first-line support to End Customers. SquawkVoice will provide training to enable effective Tier 1 delivery but is not obligated to provide End Customer-facing support, and Tier 1 is not included in the per-minute fees. Tier 2 (Escalated/Technical) and Tier 3 (Engineering) are provided by SquawkVoice and included in the per-minute fees.

6.2 Training.

SquawkVoice shall provide initial onboarding training to Reseller’s designated team and make training resources available to Sub-Resellers to enable Tier 1 support. Additional or customized training may be available under a separate statement of work and applicable fees.

6.3 Dedicated Support Contact.

SquawkVoice shall designate a named support contact for Reseller’s escalation needs throughout the term.

6.4 Support Partner Network.

SquawkVoice maintains a network of trained third-party support partners (“Support Partners”) certified to deliver Tier 2 support and, where the Parties agree, first-line support. Where additional capacity is required, SquawkVoice may deploy a Support Partner on Reseller’s behalf. Support Partners operate under confidentiality and quality obligations consistent with these Terms, and SquawkVoice remains responsible for the quality of support it delivers directly or through a Support Partner.

6.5 Deployment and Provisioning.

Deployment and provisioning of End Customers — including telephony configuration, agent setup, and go-live — are delivered by Reseller and its Sub-Resellers by default. SquawkVoice provides training and enablement at no charge. Where Reseller lacks the resources to perform a deployment, SquawkVoice may, at its discretion, deliver it directly or through a Support Partner as a paid professional service under a separate statement of work, not included in the per-minute fees.

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7. Data, Privacy, and Compliance

7.1 Data Ownership.

As between the Parties, End Customer data — including call recordings, transcripts, and interaction metadata — is owned by the applicable End Customer. Reseller retains rights to aggregated, anonymized usage data generated through its book of business. SquawkVoice retains ownership of all Platform-generated analytics, models, and system data not specific to any End Customer.

7.2 Data Processing.

Each Party shall comply with applicable Data Protection Laws. The Parties shall execute a Data Processing Addendum upon request if required to satisfy applicable legal obligations. Where a Country Addendum applies, the data-protection provisions of that Addendum govern for the relevant market.

7.3 Data Residency.

By default, End Customer data is stored in the United States. Data residency in other regions is available upon written request for End Customers with applicable regulatory requirements, subject to technical feasibility and any applicable additional fees.

7.4 Regulatory Compliance.

Reseller is responsible for ensuring that its and its Sub-Resellers’ use of the Platform complies with all applicable telecommunications, consumer-protection, and data-protection laws and regulations (as further specified in any applicable Country Addendum), and shall obtain and maintain all consents required for outbound communications initiated through the Platform. Reseller shall indemnify SquawkVoice for any losses arising from Reseller’s or any Sub-Reseller’s failure to comply with such laws and regulations.

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8. Intellectual Property

8.1 SquawkVoice IP.

As between the Parties, SquawkVoice retains all right, title, and interest in and to the Platform, including all underlying software, algorithms, models, interfaces, and documentation. Nothing in the Agreement transfers any ownership interest in the Platform to Reseller or any Sub-Reseller.

8.2 Reseller IP.

Reseller retains all right, title, and interest in its brand assets, trademarks, and End Customer relationships. Nothing in the Agreement grants SquawkVoice any license to Reseller’s brand assets except as needed to provide services under the Agreement.

8.3 Feedback.

If Reseller provides SquawkVoice with suggestions, feedback, or ideas regarding the Platform, SquawkVoice may use such feedback without restriction or obligation to Reseller.

8.4 Custom Work Product.

As between the Parties, SquawkVoice retains all right, title, and interest in and to all custom agents, prompts, prompt engineering, workflows, templates, automations, integrations, configurations, Platform improvements, and derivative works that SquawkVoice creates in connection with the Agreement, whether or not developed for or at the request of Reseller, unless ownership is expressly transferred to Reseller in a writing signed by SquawkVoice. Nothing in this Section affects Reseller’s ownership of its brand assets under Section 8.2 or End Customer ownership of End Customer data under Section 7.1.

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9. Confidentiality

9.1 Definition.

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential. The Agreement, its terms, and pricing are Confidential Information of both Parties.

9.2 Obligations.

Each Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses for its own, but no less than reasonable care; (b) use it only to perform or exercise rights under the Agreement; and (c) not disclose it to any third party except to employees, contractors, or Sub-Resellers with a need to know who are bound by confidentiality obligations no less protective than this Section 9.

9.3 Exclusions.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided prompt written notice is given where legally permitted.

9.4 Duration.

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

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10. Representations and Warranties

10.1 Mutual.

Each Party represents and warrants that: (a) it has full power and authority to enter into the Agreement; (b) the Agreement does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws in connection with its performance.

10.2 SquawkVoice.

SquawkVoice represents and warrants that: (a) the Platform will perform materially in accordance with its documentation; (b) SquawkVoice has the rights to grant the licenses set forth in the Agreement; and (c) SquawkVoice maintains SOC 2 Type II compliance certification as of the Effective Date.

10.3 Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE PLATFORM IS PROVIDED “AS IS.” SQUAWKVOICE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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11. Limitation of Liability

11.1 Exclusion of Consequential Damages.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY RESELLER TO SQUAWKVOICE IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions.

The limitations in Sections 11.1 and 11.2 do not apply to: (a) a Party’s indemnification obligations; (b) a Party’s breach of its confidentiality obligations; (c) claims arising from Reseller’s or Sub-Resellers’ violation of applicable telecommunications regulations; or (d) gross negligence or willful misconduct. Notwithstanding Section 11.3(a), SquawkVoice’s total aggregate liability for its indemnification obligations under Section 12.1 shall not exceed the greater of fifty thousand U.S. dollars ($50,000) or the total fees paid or payable by Reseller to SquawkVoice in the twelve (12) calendar months immediately preceding the event giving rise to the claim. This cap on SquawkVoice’s indemnification liability does not limit Reseller’s indemnification obligations under Section 12.2.

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12. Indemnification

12.1 By SquawkVoice.

SquawkVoice shall indemnify, defend, and hold harmless Reseller from any third-party claims alleging that the Platform, as provided by SquawkVoice and used in accordance with the Agreement, infringes any third-party intellectual property right.

12.2 By Reseller.

Reseller shall indemnify, defend, and hold harmless SquawkVoice from any third-party claims arising from: (a) Reseller’s or any Sub-Reseller’s use of the Platform in violation of the Agreement or applicable law; (b) End Customer data or content processed through the Platform; (c) Reseller’s or Sub-Resellers’ end-customer agreements or obligations; or (d) any violation of telecommunications regulations by Reseller or its Sub-Resellers.

12.3 Procedure.

The indemnified Party shall: (a) promptly notify the indemnifying Party of any claim; (b) grant the indemnifying Party sole control of defense and settlement; and (c) provide reasonable cooperation. The indemnifying Party shall not settle any claim in a manner that imposes obligations on the indemnified Party without prior written consent.

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13. Non-Exclusivity

The Agreement is non-exclusive. SquawkVoice retains the right to enter into similar agreements with other parties, including other UCaaS providers, channel partners, and resellers. Reseller retains the right to offer competing products and services. Neither Party is restricted from independently developing, acquiring, or distributing products or services similar to those contemplated by the Agreement.

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14. General Provisions

14.1 Governing Law and Disputes.

The Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles, except as otherwise provided in an applicable Country Addendum. Prior to initiating any arbitration or legal proceeding (other than a request for injunctive or equitable relief to protect intellectual property or Confidential Information), the Parties shall first attempt to resolve any dispute in good faith through direct negotiations between executive officers with authority to settle the dispute, occurring within thirty (30) days of a written request by either Party. If unresolved, any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in the State of Delaware (or such other location as the Parties agree) before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each Party bears its own costs and attorneys’ fees and shares the arbitrator’s fees equally. Nothing in this Section prevents either Party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

14.2 Assignment.

Neither Party may assign the Agreement without the prior written consent of the other, except that either Party may assign without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, subject to the Change of Control rights in Section 4.3.

14.3 Notices.

All notices must be in writing and delivered by email with read receipt, overnight courier, or certified mail to the addresses set forth in the Order Form or such other address as a Party may designate in writing.

14.4 Entire Agreement.

The Agreement — comprising the Order Form, these Terms, and any Country Addendum and Schedules referenced in the Order Form — constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, negotiations, and understandings. It may only be amended by a written instrument signed by authorized representatives of both Parties, except that SquawkVoice may publish updated versions of these Terms that apply to Order Forms executed on or after the effective date of the updated version.

14.5 Severability.

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

14.6 Waiver.

Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14.7 Force Majeure.

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, or internet infrastructure failures, provided the affected Party gives prompt notice and uses reasonable efforts to mitigate.

14.8 Counterparts.

The Order Form may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one agreement.

14.9 Publicity and Marketing.

Neither Party shall use the other’s name, logo, trademarks, or service marks in any press release, marketing material, customer list, or public announcement without the other’s prior written consent, such consent not to be unreasonably withheld. Either Party may identify the other as a partner in private communications to prospective customers and channel partners in the ordinary course.

14.10 Export Controls and Sanctions.

Each Party shall comply with all applicable export control, economic sanctions, and anti-boycott laws and regulations, including those administered by the U.S. Department of Commerce and the U.S. Office of Foreign Assets Control. Neither Party shall export, re-export, or make the Platform available to any party or jurisdiction in violation of such laws.

14.11 Language.

These Terms are executed in the English language, which shall be the sole governing and controlling language for all purposes. Any translation is provided for convenience only; in the event of conflict, the English version controls.

14.12 Survival.

The following survive termination or expiration: Section 3 (as to amounts accrued), Section 7, Section 8, Section 9, Section 11, Section 12, and any other provision that by its nature is intended to survive.

SquawkVoice Reseller Terms — Version 2026.07 — Effective July 1, 2026. These Terms are incorporated by reference into each executed Order Form. Superseded versions remain available for agreements executed while they were in effect. © 2026 SquawkVoice.ai, Inc. All rights reserved.